Common use of Termination or Release Clause in Contracts

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 3 contracts

Sources: Collateral Agreement, Collateral Agreement (ADT, Inc.), Collateral Agreement (ADT, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien with respect to all Secured Obligations (other than contingent or unliquidated (x) obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations that, by not yet accrued and payable) when all the terms of any Other First Lien Agreements, are not required to be outstanding Secured Obligations have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementfull. (b) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect Indenture as a result of which such Subsidiary Loan Party Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of Holdings III; provided that Holders of more than 50% in principal amount of the Borrower or otherwise becomes an Excluded Subsidiary or ceases total outstanding Notes shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Indenture) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral (other than any transfer to another Grantor) that is not prohibited by permitted under the Credit Agreement Indenture, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 11.02 of the Credit Agreement and any equivalent provision Indenture, the security interest of any Other First Lien Agreement (such Grantor in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. A Grantor (eother than Holdings V and the Issuer) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or and the security interests Security Interest in any the Collateral securing the Credit Agreement Secured Obligations of such Grantor shall in each case be automatically released upon if such Grantor ceases to be a Material Domestic Subsidiary. (e) If the occurrence of security interest on any Collateral is released pursuant to Section 2.04 of the circumstances set forth Intercreditor Agreement and such release results in Section 9.18 the release of the Credit security interest on such Collateral under this Agreement without delivery of or any instrument or performance of any act by any party, and all rights Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes shall revert to any applicable Pledgorbe automatically released. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.155.13, the Notes Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 6.13 shall be made without recourse to or warranty by the Notes Collateral Agent. . (g) In connection with the event that any release pursuant to this Section 5.15, of the Pledgors Collateral shall be permitted to take transferred by any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) Grantor in connection with the execution Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and delivery released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release documents or instrumentsof the Security Interest on such Collateral.

Appears in 3 contracts

Sources: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Obligations and any Liens arising therefrom shall be automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (in each case other than contingent or unliquidated (x) obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and as provided in Section 9.11 of the security interests in Credit Agreement; provided that the Collateral of Lenders shall have consented to such Subsidiary Loan Party shall be automatically released upon transaction (to the consummation of any transaction not prohibited extent required by the Credit Agreement or any Other First Lien Agreement then in effect as a result Agreement) and the terms of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale to another Grantor), or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.11 of the Credit Agreement and any equivalent provision Agreement, the security interest of any Other First Lien Agreement (such Grantor in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.155.13, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and transfer to such Pledgor, such in each case in accordance with the terms of Section 9.11 of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.15 5.13 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any release Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Section 5.15Agreement only to the extent that, and for so long as, the Pledgors other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall be permitted to take any action in connection therewith consistent with such release including, without limitation, not require the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary Hedge Bank or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCash Management Bank.

Appears in 3 contracts

Sources: Pledge and Security Agreement (Ebi, LLC), Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by Security Interest, the Pledgors herein pledge of the Pledged Collateral and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of (i) in full on the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First any Additional First-Lien Obligations, upon the Discharge of Series of Additional First-Lien Obligations with respect to such Series. (b) All or a Pledgor portion of the Collateral of any Grantor pledged hereunder shall automatically be released from its obligations hereunder and/or the security interests Security Interest to the extent (and only to the extent) securing any Series of Additional First-Lien Obligations as provided in any Collateral securing the Indenture or the Additional First-Lien Agreements, as applicable, under which such Series of Other First Additional First-Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgorwas incurred. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b) above with respect to all or any Series of Additional First-Lien Obligations, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents (including releases or satisfaction of any Mortgages) that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or representation or warranty by the Collateral Agent. In connection with Agent (other than any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, representation and warranty that the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence has the release of any Collateral permitted to be released authority pursuant to this Agreementthe Intercreditor Agreement to execute and deliver such documents) or any other Additional First-Lien Secured Party. The Pledgors agree to pay Without limiting the provisions of Section 7.04, the Company shall reimburse the Collateral Agent upon demand for all reasonable and documented out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.13. (d) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule’ or regulation, or any other law, rule or regulation is adopted, which would permit) such subsidiary’s Equity Interests and/or other securities issued by such subsidiary to secure any Series of Additional First-Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such subsidiary, then the Equity Interests and/or other securities issued by such subsidiary will automatically be deemed to be a part of the Collateral (and shall cease to be Excluded Collateral) for the relevant Additional First-Lien Obligations but only to the extent necessary to not be subject to any such financial statement requirement. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (and its representatives and counselc) in connection above, it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b) above. The Collateral Agent shall have no liability whatsoever to any Additional First-Lien Secured Party as the result of any release of Collateral with respect to which the execution and delivery of such release documents or instrumentsCollateral Agent has received an officer’s certificate pursuant to this Section 7.13(e).

Appears in 3 contracts

Sources: Collateral Agreement, Collateral Agreement (Univision Holdings, Inc.), Collateral Agreement (Univision Communications Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Note Obligations (other than contingent indemnity or unliquidated expense reimbursement obligations or liabilities not then due in respect of which no claim has been made) have been defeased in accordance with its terms and any other obligations that, by requirements set forth in the terms of any Other First Lien Agreements, Note Documents then effective are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementsatisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which if such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights guarantee pursuant to the applicable portions Section 11.04 of the Collateral shall revert to such Subsidiary Loan PartyIndenture. (cd) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited permitted under the Note Documents (to the extent the release of such Collateral following such sale is permitted by the Credit Agreement Note Documents), or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Note Documents, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including including, without limitation, Uniform Commercial Code termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 3 contracts

Sources: Collateral Agreement (Verso Paper Holdings LLC), Collateral Agreement (Verso Paper LLC), Indenture (Verso Paper Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by Guarantees, the Pledgors herein security interest in the Collateral and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement and no payment of any amounts outstanding and due under any Other First Lien AgreementHedging Agreement is in default. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests interest in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon released, in the consummation event that all the Equity Interests of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not Holdings, the U.S. Borrower or an Affiliate of any transaction not prohibited of the foregoing in accordance with the terms of the Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement or any Other First Lien Agreement then in effect as a result Agreement) and the terms of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a PledgorHoldings, (ii) the U.S. Borrower or an Affiliate of any of the foregoing, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and Agreement, the security interest in such Collateral shall be automatically released without any equivalent provision action on the part of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor AgreementCollateral Agent. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor A Subsidiary Guarantor shall automatically be released from its obligations Guarantee hereunder and/or to the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in extent required by Section 9.18 5.09(a) of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorAgreement. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (he) In connection with any termination or release pursuant to the preceding paragraphs of this Section 5.15Section, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or representation or warranty by the Collateral Agent. In connection with Agent or any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecured Party.

Appears in 3 contracts

Sources: Guarantee and Pledge Agreement, Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc), Credit Agreement (Cb Richard Ellis Group Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges and guarantees made by herein, the Pledgors herein Liens in the Pledged Collateral created hereby and all other security interests granted by the Pledgors hereby hereby, shall automatically terminate and and/or be released (i) upon the occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when any all such Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Pledged Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the The security interests interest in the Pledged Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor Holdings of any Pledged Collateral that is not prohibited permitted by the Credit Agreement or any and each Other First Lien Agreement then in effect to any person that is not Holdings or a PledgorPledgor (as defined in the Collateral Agreement), (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Pledged Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any each applicable Other First Lien Agreement (in each case, to the extent required thereby) ), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to this Section 5.156.15, the Collateral Agent shall execute and deliver to any Pledgor Holdings, at Holdings’ expense, all documents (forms of which shall be reasonably acceptable to the Agent) that such Pledgor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such PledgorHoldings, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.156.15, the Pledgors Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerBorrower pursuant to this Section 6.15, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases (forms of which shall be reasonable acceptable to the Agent) to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. The Pledgors agree Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 3 contracts

Sources: Holdings Guarantee and Pledge Agreement (PlayAGS, Inc.), Holdings Guarantee and Pledge Agreement (AP Gaming Holdco, Inc.), Holdings Guarantee and Pledge Agreement (AP Gaming Holdco, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest, the pledge of the Pledged Collateral and all other Liens and security interests granted created by the Pledgors Loan Documents hereby shall automatically terminate and be released upon when (i) all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and all Commitments have been terminated and the Secured Parties have principal of and interest on each Loan, all Fees and all other expenses or amounts (other than contingent indemnification liabilities to the extent no further commitment to extend credit claim giving rise thereto has been asserted) payable under any Loan Document have been paid in full, all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or, with the consent of the Issuing Bank in its sole discretion, such Letters of Credit shall have been Cash Collateralized pursuant to arrangements satisfactory to the Issuing Bank, and (ii) all Other First Lien AgreementSecured Obligations have been indefeasibly paid in full and the related Other Secured Agreements have been terminated or such other arrangements satisfactory to each Other Secured Party with respect to the Other Secured Obligations owing to it and the Other Secured Agreements to which it is a party have been made. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests Security Interests created hereunder in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyRestricted Subsidiary. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a PledgorGrantor, (ii) or, upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the Security Interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 9.13 shall be made without recourse to or representation or warranty by the Collateral AgentAgent or any Secured Party. In Without limiting the provisions of Section 9.05 of the Credit Agreement, the Borrower shall reimburse the Collateral Agent upon demand for all out of pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any release pursuant to action contemplated by this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments9.13.

Appears in 3 contracts

Sources: Term Facility Guarantee and Collateral Agreement, Revolving Facility Guarantee and Collateral Agreement (Houghton Mifflin Harcourt Co), Term Facility Guarantee and Collateral Agreement (Houghton Mifflin Harcourt Co)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the LC Facility LC Obligations and the Revolving LC Obligations have been reduced to zero and the LC Facility Issuing Bank and the Revolving Issuing Bank have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Parent; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person Person that is not a PledgorGrantor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to such Collateral shall be automatically released; provided that the extent required thereby) Proceeds resulting from such sale or (iii) as otherwise may other transfer shall be provided included in any applicable Intercreditor Agreementthe Collateral. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Grantor at such Grantor’s expense all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 3 contracts

Sources: Credit Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)

Termination or Release. In each case subject (a) Subject to the terms of the Intercreditor Agreements: (a) This Agreement and , this Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Notes Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateraldue) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementDischarged. (b) A Subsidiary Loan Party Subject to the terms of the Intercreditor Agreements, a Pledgor (other than the Issuer) shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party Pledgor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect Indenture as a result of which such Subsidiary Loan Party Pledgor ceases to be a Restricted Subsidiary of the Borrower Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided, that such portion of the Subsidiary Guarantee Agreement, all without delivery Holders as shall be required by the terms of any instrument or performance of any act by any party, and all rights the Indenture to have consented to such transaction (to the applicable portions extent such consent is required by the Indenture) shall have consented thereto and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be releasedSubject to the terms of the Intercreditor Agreements, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement Indenture to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 the Indenture, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Pledgor of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in a transaction permitted under the Indenture and subject to the terms of the Intercreditor Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) At any time the ABL Intercreditor Agreement is in effect, upon the release of any ABL Priority Collateral securing the ABL Obligations (including all commitments and letters of credit thereunder) in a sale or other disposition, permitted by the ABL Credit Agreement and the Indenture, the Security Interest and all other security interests granted hereby on such released property or assets shall be automatically released; provided, however, that if the Issuer or any equivalent provision Pledgor subsequently incurs ABL Obligations that are secured by liens on property or assets of the Issuer or any Pledgor of the type constituting the ABL Priority Collateral, then the Issuer and its Restricted Subsidiaries shall reinstitute the Security Interest and any other security interests granted hereby, which, in the case of any Other First Lien Agreement (in each case, subsequent ABL Obligations will be second-priority Liens on the ABL Priority Collateral securing such ABL Obligations to the same extent required thereby) provided by the Security Documents and on the terms and conditions of the security documents relating to such ABL Obligations, with the second-priority Lien held by either the administrative agent, collateral agent or (iii) as otherwise may be provided in any applicable other representative for such ABL Obligations or by a collateral agent or other representative designated by the Issuer to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement providing such administrative agent or collateral agent substantially the same rights and powers afforded under the ABL Intercreditor Agreement. (df) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the The Security Interest and all other security interests granted hereby will also be released, in any Collateral securing the Credit Agreement Secured Obligations shall whole or in each case be automatically released upon the occurrence of any part, as provided in Article VIII of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]Indenture. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraphs (a) through (f) of this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall not be required to take any action under this Section 5.15(g) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Issuer or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Indenture and was consummated in compliance with the Noteholder Documents. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 3 contracts

Sources: Collateral Agreement, Collateral Agreement (Claires Stores Inc), Collateral Agreement (Claires Stores Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities indemnification and reimbursement obligations, in each case, that are not then yet due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination payable and release of the Collateralfor which no claim has been asserted) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Loan Party, is designated as an Unrestricted Subsidiary or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided that such portion of the Subsidiary Guarantee Agreement, all without delivery Lenders as shall be required by the terms of any instrument or performance of any act by any party, and all rights the Credit Agreement to have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise; provided further to the Collateral shall revert to extent the ABL Security Documents are in effect on such date, such Subsidiary Loan PartyParty (and the security interests in the Collateral in respect thereof) shall be released under the ABL Security Documents concurrently with the release referred to in this clause (b). (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision or pursuant to Section 5.1 of any Other First Lien Agreement (the ABL/Term Loan Intercreditor Agreement, the security interest in each case, such Collateral shall be automatically released; provided to the extent required thereby) or the ABL Security Documents are in effect on such date, the security interests in such Collateral shall be released under the ABL Security Documents concurrently with the release referred to in this clause (iii) as otherwise may be provided in any applicable Intercreditor Agreementc). (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Administrative Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Term Loan Guarantee and Collateral Agreement (CPG Newco LLC), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges Guarantees made by herein, the Pledgors herein Security Interest, the grant of a security interest in the Pledged Collateral and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence payment in full in cash of the Termination Date or, if any Other First Lien Obligations are outstanding on Loans and all the Termination Date, the date when any Other First Lien other Loan Documents Obligations (other than unasserted contingent or unliquidated obligations or liabilities not then due and any other obligations thatindemnification obligations), by the terms termination of any Other First Lien Agreements, are not required to be paid in full prior to termination all Commitments and release Incremental Revolving Commitments and reduction of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit all exposure under any Other First Lien Agreementletters of credit issued under the Credit Agreement to zero (or the making of other arrangements satisfactory to the issuers thereof). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of Subsidiary; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement other transfer to any person that is not a PledgorLoan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.09 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect At any time that a Grantor desires that the Administrative Agent take any action to acknowledge or give effect to any release of a Grantor or Collateral pursuant to the Credit Agreement Secured Obligationsforegoing Section 7.13(a), (b) or (c), the Borrower shall deliver to the Administrative Agent a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any certificate signed by a principal executive officer of the circumstances set forth in Section 9.18 Borrower stating that the release of the Credit Agreement without delivery of any instrument respective Grantor or performance of any act by any partyCollateral is permitted pursuant to such Section 7.13(a), and all rights to the Collateral shall revert to any applicable Pledgor. (fb) [Reserved]. or (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) c). In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release (including Uniform Commercial Code termination statements)of such Liens without recourse or warranty, and will duly assign and transfer to (ii) such Pledgorrelease shall not in any manner discharge, such affect or impair the Obligations or any Liens upon (or obligations of the Pledged Collateral that may be in the possession Borrower or any of the Subsidiaries in respect of) all interests in Collateral Agent and has not theretofore been sold retained by the Borrower or otherwise applied or released pursuant to this Agreementany of the Subsidiaries. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with . (e) The Administrative Agent shall have no liability whatsoever to any release pursuant to this Section 5.15, other Secured Party as the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt result of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Subsidiary Party or Collateral permitted by it in accordance with (or which the Administrative Agent in good faith believes to be released pursuant to in accordance with) this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSection 7.13.

Appears in 2 contracts

Sources: Credit Agreement (SMURFIT-STONE CONTAINER Corp), Credit Agreement (Smurfit Stone Container Corp)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the first date when any Other First Lien all the Obligations (other than contingent or unliquidated indemnity and similar obligations or liabilities not with respect to which no amounts are then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be owing) have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure and CL Exposure each has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement (or each Issuing Bank has received cash or other collateral satisfactory to it covering such exposure and Letters of Credit). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Company; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The Upon any Guarantor becoming an Unrestricted Subsidiary, such Unrestricted Subsidiary shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Unrestricted Subsidiary shall be automatically released. (d) Upon any Collateral Permitted Receivables Financing permitted by the Credit Agreement, the Equity Interests of a Special Purpose Receivables Subsidiary shall be automatically be released, all without delivery of any instrument or performance of any act by any party, released from the security interest in such Equity Interests granted hereby. (ie) upon Upon any sale or other transfer by any Pledgor Guarantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a PledgorGuarantor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each caseAgreement, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgorreleased. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Guarantor, at such Guarantor’s expense, all documents that such Pledgor Guarantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Celanese CORP), Guarantee and Collateral Agreement (Celanese CORP)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Secured Obligations (other than contingent or unliquidated obligations or liabilities Secured Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not then yet due and any other obligations that, payable (to the extent permitted by the terms of any Other First Lien Agreements, are thereof) and contingent indemnification obligations not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Borrower; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Agreement, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c), the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents (including relevant certificates, securities and other instruments) that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) At any release pursuant to this Section 5.15, time that the Pledgors shall be permitted to respective Grantor desires that the Collateral Agent take any action described in connection therewith consistent with such release includingthe immediately preceding paragraph (d), without limitationit shall, upon request of the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of terminationCollateral Agent, satisfaction or release prepared by the Borrower, deliver to the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence an officer’s certificate certifying that the release of any the respective Collateral is permitted to be released pursuant to this Agreementparagraph (a), (b) or (c). The Pledgors agree Collateral Agent shall have no liability whatsoever to pay all reasonable and documented out-of-pocket expenses incurred any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent (and its representatives and counselin good faith believes to be permitted) in connection with the execution and delivery of such release documents or instrumentsby this Section 7.13.

Appears in 2 contracts

Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Obligations, shall automatically terminate and and/or be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any the applicable PledgorPledgors, as of the date when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds. (fb) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor A Subsidiary Party shall automatically be released from its obligations hereunder and/or and the security interests in any the Collateral securing of such Series of Other First Lien Obligations Subsidiary Party shall in each case be automatically released upon the occurrence consummation of any transaction not prohibited by any Credit Document as a result of the circumstances set forth in the section governing release which such Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligationsall Credit Documents or otherwise ceases to be a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgorsuch Subsidiary Party. (hi) Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by any Credit Document to any person that is not a Pledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.01 of the Term Loan Agreement and any equivalent provision of each applicable other Credit Document, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) The security interest securing Term Loan Obligations will be released as provided in Section 9.19 of the Term Loan Agreement, the security interest securing Indenture Obligations will be released as provided in Section 11.04 of the Indenture, and the security interest securing any Other Second-Priority Lien Obligations will be released as provided in the applicable Other Second-Priority Lien Documents. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 5.155.13, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral Stock that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 5.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by Agreement or the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecurity Documents.

Appears in 2 contracts

Sources: Pledge Agreement (MBOW Four Star, L.L.C.), Term Loan Agreement (MBOW Four Star, L.L.C.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Aggregate Commitments and payment in full of all Obligations (other than contingent (i) obligations under Treasury Services Agreements or unliquidated obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable and (ii) contingent obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementpayable). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (if and all rights to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.11, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Security Agreement (Vivint Smart Home, Inc.), Credit Agreement (APX Group Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements and contingent or unliquidated obligations or liabilities indemnification and reimbursement obligations, in each case, that are not then yet due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination payable and release of the Collateralfor which no claim has been asserted) have been paid in full in cash and the Secured Parties Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have no further commitment to extend credit under any Other First Lien expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized or back-stopped in accordance with the provisions of the Credit Agreement. (b) A Subsidiary Loan Credit Party shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Credit Party shall be automatically released upon the consummation of any transaction not prohibited that is permitted by the Credit Agreement or any Other First Lien Agreement then in effect Agreement, as a result of which such Subsidiary Loan Credit Party ceases to be a Subsidiary of subsidiary, or, to the Borrower or extent the procedures for designation are complied with under the Credit Agreement, such Credit Party otherwise becomes an Excluded Immaterial Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyan Unrestricted Subsidiary. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Credit Party of any Collateral that is not prohibited permitted by the Credit Agreement or any Other First Lien Agreement to any person that is not a PledgorAgreement, (ii) or, upon the effectiveness of any written consent to the release of the a security interest granted hereby in such any Collateral pursuant to Section 9.08 10.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.15, the Collateral Agent shall shall, in each case, at such Credit Party’s expense, (i) execute and deliver to any Pledgor Credit Party, and make any filing of, all documents that such Pledgor Credit Party shall reasonably request to evidence such termination or release (including including, without limitation, making any filings (such as filings of Uniform Commercial Code termination statementsstatements or releases in the United States Patent and Trademark Office or the United States Copyright Office)), and will (ii) duly assign and transfer to such Pledgor, Credit Party such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement and (iii) take any other action reasonably requested or demanded to effectuate such release (including making any filing); provided that the Collateral Agent shall not be required to take any action under this Section 5.15(d) unless such Credit Party shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (1) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without causing the release of any other Collateral and (2) a certificate of an Authorized Officer of the Borrower or such Credit Party certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was, or will concurrently with the release be, consummated in compliance with the Credit Documents. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Pledge and Security Agreement (Lannett Co Inc), Credit and Guaranty Agreement (Lannett Co Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon with respect to all Loan Obligations when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralliabilities) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien Agreementthe Term Loan Agreement (the “Discharge Date”). (b) [RESERVED]. (c) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Term Loan Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Grantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under a Grantor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Required Lenders shall have consented to such transaction (to the applicable portions extent such consent is required by the Term Loan Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (cd) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Term Loan Agreement to any person that is not a PledgorGrantor, (ii) or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 10.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Term Loan Agreement, the Security Interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (c) or (d) of this Section 5.157.15, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, Grantor such of the Pledged Collateral so released that may be in the possession of the Collateral Administrative Agent and that has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Term Loan Agreement (Realogy Group LLC), Guarantee and Collateral Agreement (Realogy Group LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges Guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate when (i) all the Loan Document Obligations have been indefeasibly paid in full and be released upon (ii) either (x) all Obligations under clause (b) of the definition thereof shall have been indefeasibly paid in full or (y) the occurrence of the Termination Date ortermination, if any Other First Lien Obligations are outstanding expiration or cash collateralization (on terms acceptable to the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms applicable Hedge Banks) of any Other First Lien all Secured Hedge Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower (or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor); provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Required Lenders shall have consented to such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Agreement, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c) above, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Security Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on continue in effect until the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by permitted pursuant to the Credit Agreement or any Other First Lien Agreement then in effect Agreement, as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartySubsidiary. (c) The security interests in Upon any Collateral shall automatically be releasedsale, all without delivery of any instrument lease, transfer or performance of any act other disposition by any party, (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement permitted under Section 4.1(d) to any person Person that is not a Pledgoranother Grantor or, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.11 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]The security interests granted hereunder on any Collateral, to the extent such Collateral is comprised of property leased to a Loan Party, shall be automatically released upon termination or expiration of such lease, pursuant to Section 9.11 of the Credit Agreement. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the The security interests created hereunder in any the Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon as required pursuant to the occurrence of any terms of the circumstances set forth ABL Intercreditor Agreement; provided that the Agent may, in its discretion, release the Lien on Collateral as provided in Section 9.18 9.11 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorAgreement. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b), (c), (d), or (e) above, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or representation or warranty by the Collateral AgentAgent or any Secured Party. In connection with any release pursuant to this Without limiting the provisions of Section 5.157.18, the Pledgors Borrower shall be permitted to take any action in connection therewith consistent with such release including, without limitation, reimburse the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay upon demand for all reasonable and documented out-of-costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by the Collateral Agent (and its representatives and counsel) it in connection with the execution and delivery of such release documents or instrumentsany action contemplated by this Section 7.13.

Appears in 2 contracts

Sources: Credit Agreement (Nexeo Solutions Finance Corp), Pledge and Security Agreement (Nexeo Solutions Finance Corp)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Security Agreement shall continue in effect until, and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date oron, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon in the consummation circumstances set forth in Section 9.09 of any transaction not prohibited by the Credit Agreement or Agreement, including, with respect to any Other First Lien Agreement then in effect Subsidiary Party, as a result of any transaction permitted under the Credit Agreement pursuant to which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyParent Borrower. (c) The security interests in Upon any Collateral shall automatically be releasedsale, all without delivery of any instrument transfer or performance of any act other disposition by any party, (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement permitted under Section 4.1(d) to any person Person that is not a Pledgoranother Grantor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to as set forth in Section 9.08 9.09 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]The security interests granted hereunder on any Collateral, to the extent such Collateral is comprised of property leased to a Grantor, shall be automatically released upon termination or expiration of such lease. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the The security interests interest in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of in any of the circumstances circumstance set forth in Section 9.18 9.09 of the Credit Agreement without delivery or upon any release of any instrument or performance the Lien on such Collateral in accordance with Section 9.09 of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorCredit Agreement. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.157.12(a), (b), (c), (d), or (e), the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 7.12 shall be made without recourse to or representation or warranty by the Collateral AgentAgent or any Secured Party. In connection with any release pursuant to this Without limiting the provisions of Section 5.157.10, the Pledgors Parent Borrower shall reimburse (or cause to be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, reimbursed) the Collateral Agent shall executepromptly following a written demand therefor, deliver or acknowledge together with backup documentation supporting such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay reimbursement request, for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees, charges and expenses of counsel, incurred by the Collateral Agent (and its representatives and counsel) it in connection with any action contemplated by this Section 7.12 in accordance with Section 10.03 of the execution and delivery of such release documents or instrumentsCredit Agreement.

Appears in 2 contracts

Sources: Pledge and Security Agreement (Coty Inc.), Credit Agreement (Coty Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated indemnification and reimbursement obligations or liabilities that are not then yet due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination payable and release of the Collateralfor which no claim has been asserted) have been paid in full and in cash in accordance with the Secured Parties have no further commitment to extend credit under any Other First Lien provisions of the Credit Agreement. (b) A Subsidiary Loan Credit Party shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Credit Party shall be automatically released upon the consummation of any transaction not prohibited that is permitted by the Credit Agreement or any Other First Lien Agreement then in effect Agreement, as a result of which such Subsidiary Loan Credit Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partysubsidiary. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Credit Party of any Collateral that is not prohibited permitted by the Credit Agreement or any Other First Lien Agreement to any person that is not a PledgorAgreement, (ii) or, upon the effectiveness of any written consent to the release of the a security interest granted hereby in such any Collateral pursuant to Section 9.08 10.8 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each caseAgreement, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) released. In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.15, the Collateral Agent shall shall, in each case, at such Credit Party’s expense, (i) execute and deliver to any Pledgor Credit Party, and make any filing of, all documents that such Pledgor Credit Party shall reasonably request to evidence such termination or release (including including, without limitation, making any filings (such as filings of Uniform Commercial Code termination statementsstatements or releases in the United States Patent and Trademark Office or the United States Copyright Office)), and will (ii) duly assign and transfer to such Pledgor, Credit Party such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Agreement and (iii) take any other action reasonably requested or demanded to effectuate such release (including making any filing relating thereto); provided that the Collateral Agent shall not be required to take any action under this Section 5.15(d) unless such Credit Party shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (1) a reasonably detailed description of the Collateral to be released, which in any event shall be sufficient to effect the appropriate termination or release without causing the release of any other Collateral and (2) a certificate of an Authorized Officer of the Borrower or such Credit Party certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was, or will concurrently with the release be, consummated in compliance with the Credit Documents; provided, further that the Collateral Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in its opinion or the opinion of its counsel, could expose the Collateral Agent to liability or create any obligation or entail any consequence other than such release without recourse to, or representation or warranty by the Collateral Agent.. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or representation or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Second Lien Credit and Guaranty Agreement (Lannett Co Inc), Pledge and Security Agreement (Lannett Co Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence with respect to all Secured Obligations in accordance with Section 11.07 of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementIndenture. (b) A Subsidiary Loan Party Grantor (other than the Issuer) shall automatically be released from its obligations hereunder in accordance with, and to the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary extent provided by, Section 10.05 of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyIndenture. (c) The security interests interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license granted in Section 4.03 shall be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement automatically terminated with respect to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement in accordance with, and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreementby, Section 11.04 of the Indenture. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.155.12, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents and take all such further actions that such Pledgor Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 11.04(d) of the Indenture. (e) Any documents related to any termination, satisfaction, subordination or release (including Uniform Commercial Code termination statements)of the security interest in the Collateral shall be prepared by the Issuer, in each case without any recourse to, or representation or warranty by, either the Trustee or the Collateral Agent, and will duly assign and transfer to the Issuer shall record or file any such Pledgorinstrument of termination, such of satisfaction, subordination or release. Neither the Pledged Collateral that may be in the possession of Trustee nor the Collateral Agent and has not theretofore been sold shall be liable for any such instrument of termination, satisfaction, subordination or otherwise applied or released pursuant to this Agreement. Any execution release undertaken in good faith in reliance upon any Issuer request and delivery of documents an Officers’ Certificate and an Opinion of Counsel pursuant to this Section 5.15 shall be made without recourse 11.04(d) of the Indenture. Notwithstanding any term in any Note Document to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrowercontrary, the Collateral Agent shall executenot be under any obligation to execute and deliver any such instrument of release, deliver satisfaction, subordination or acknowledge termination, and shall be under no obligation to prepare or to record or file any such instruments instrument of termination, satisfaction, subordination or releases to evidence the release release, in each case unless and until it receives such Issuer request, Officers’ Certificate and Opinion of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCounsel.

Appears in 2 contracts

Sources: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Subject to Section 2.04, this Agreement and the pledges Guarantees made by herein shall terminate with respect to all Guaranteed Obligations when all the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Guaranteed Obligations (other than contingent or unliquidated obligations or liabilities Guaranteed Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not then yet due and any other obligations that, payable (to the extent permitted by the terms of any Other First Lien Agreements, are thereof) and contingent indemnification obligations not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend lend under the Credit Agreement, the L/C Obligations have been reduced to zero (other than L/C Obligations that have been fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Company or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartySubsidiary. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b), the Collateral Administrative Agent shall promptly execute and deliver to any Pledgor Guarantor, at such Guarantor’s expense, all documents that such Pledgor Guarantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 4.13 shall be made without recourse to or warranty by the Collateral Administrative Agent. (d) At any time that each Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Subsidiary Party is permitted pursuant to paragraph (a) or (b). In connection with The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Subsidiary Party by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Section 5.15Agreement only to the extent that, and for so long as, the Pledgors other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. (f) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Subsidiary Party shall be permitted released from its obligations hereunder if such Subsidiary Party ceases to take any action in connection therewith consistent with be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary disposition or proper instruments of termination, satisfaction issuance is a good faith disposition or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases issuance to evidence a bona-fide unaffiliated third party whose primary purpose is not the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable the Guarantee and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery obligations of such release documents or instrumentsSubsidiary Party hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent indemnity or unliquidated expense reimbursement obligations or liabilities not then due in respect of which no claim has been made) have been defeased in accordance with its terms and any other obligations that, by requirements set forth in the terms of any Other First Lien Agreements, Note Documents then effective are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementsatisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which if such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights guarantee pursuant to the applicable portions Section 12.02(b) of the Collateral shall revert to such Subsidiary Loan PartyIndenture. (cd) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement Note Documents, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Note Documents, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, an Officers’ Certificate of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Collateral Agreement (Verso Paper Holdings LLC), Collateral Agreement (Verso Paper Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and and/or be released upon the occurrence released, whether in whole or in part, in accordance with Article XI of the Termination Date orNotes Indenture, if as applicable. In the event of any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by conflict between the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination this Agreement and release Article XI of the Collateral) have been paid in full and Notes Indenture, the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementterms of Article XI of the Notes Indenture shall govern. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in if any of the Collateral shall become subject to the release provision set forth in Section 2.05(b) of the ABL Intercreditor Agreement or Section 5.1 of the First Lien/Second Lien Intercreditor Agreement, such Subsidiary Loan Party Collateral shall be automatically released upon from the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then security interest in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Collateral to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party.extent provided therein; (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.155.13, subject to Article XI of the Notes Indenture, the Collateral Agent shall execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release (including including, without limitation, Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent Agent, and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 5.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15paragraph (a) or (b) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon Subject to Article XI of the Notes Indenture, upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, in form and substance as such deliverables accepted by the First-Priority Collateral Agent pursuant to the Collateral Agreement (First Lien); provided, that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to determine whether such deliverables are satisfactory, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Collateral Agreement (Second Lien) (DS Services of America, Inc.), Collateral Agreement (Second Lien) (DS Services of America, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Aggregate Commitments and payment in full of all Secured Obligations (other than contingent (i) obligations under any Secured Hedge Agreement or unliquidated obligations or liabilities Treasury Services Agreement not then yet due and any payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other obligations that, by than Letters of Credit in which the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release Outstanding Amount of the Collateral) L/C Obligations related thereto have been paid in full and Cash Collateralized or if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the Secured Parties have no further commitment relevant L/C Issuer or deemed reissued under another agreement reasonably satisfactory to extend credit under any Other First Lien Agreementthe relevant L/C Issuer). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that no such release shall occur if such Guarantor continues to be a Guarantor guarantor in respect of the Senior Notes or is otherwise any Junior Financing with a principal amount in excess of the Threshold Amount. At the sole option of the Borrower, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Credit Agreement pursuant to the applicable portions definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Loan Documents by such other Domestic Subsidiary of “Holdings” that directly owns 100% of the issued and outstanding Equity Interests in the Borrower pursuant to the definition thereof in the Credit Agreement and satisfaction of the Collateral and Guarantee Requirements by such Domestic Subsidiary, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Borrower shall revert be pledged to such Subsidiary Loan Partythe Collateral Agent to secure the Secured Obligations. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.11, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, as applicable, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such delivery of the Pledged Collateral that may be Certificated Securities then in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgent’s possession. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Secured Obligations of any Grantor and its respective Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon termination of the Aggregate Commitments and payment in full of all other Secured Obligations, in each case, unless the Secured Obligations under the Secured Hedge Agreement or the Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Secured Obligations and until such time as such due and payable Secured Obligations have been paid in full) and (ii) any release pursuant to of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Section 5.15, Agreement shall not require the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecured Approved Counterparty.

Appears in 2 contracts

Sources: Security Agreement (Medline Inc.), Security Agreement (Medline Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Secured Obligations (including without limitation foreign security documents), shall automatically terminate and and/or be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any the applicable PledgorPledgors, upon Payment in Full. (hb) A Subsidiary Party shall be automatically released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Party shall be automatically released as set forth in Section 9.18 of the Credit Agreement. (c) The security interests in the Collateral of any Pledgor shall be automatically released as set forth in Section 9.18 of the Credit Agreement. (d) Upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.155.15 or any subordination pursuant to Section 8.12 of the Credit Agreement, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination termination, release, or release subordination (including Uniform Commercial Code including, without limitation, UCC termination statements), and and, if applicable, will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent or any other Secured Party and subject to the Agent. In connection with any release pursuant to this Section 5.15’s receipt, the Pledgors shall be permitted to take any action in connection therewith consistent with such release includingupon request, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared a certification by the BorrowerBorrower and applicable Pledgor, in form and substance reasonably satisfactory to the Collateral Agent shall executeAgent, deliver or acknowledge stating that such instruments or releases to evidence the transaction and release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) are in connection compliance with the execution Credit Agreement and delivery of the other Loan Documents and as to such release documents or instrumentsother matters as the Agent may reasonably request.

Appears in 2 contracts

Sources: Collateral Agreement (EVERTEC, Inc.), Collateral Agreement (EVERTEC, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges and guarantees made by herein, the Pledgors herein Liens in the Pledged Collateral created hereby and all other security interests granted by the Pledgors hereby hereby, shall automatically terminate and and/or be released (i) upon the occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when any all such Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Pledged Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the The security interests interest in the Pledged Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor Holdings of any Pledged Collateral that is not prohibited permitted by the Credit Agreement or any and each Other First Lien Agreement then in effect to any person that is not Holdings or a PledgorPledgor (as defined in the Collateral Agreement), (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Pledged Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any each applicable Other First Lien Agreement (in each case, to the extent required thereby) ), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to this Section 5.156.15, the Collateral Agent shall execute and deliver to any Pledgor Holdings all documents that such Pledgor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such PledgorHoldings, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.156.15, the Pledgors Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerBorrower pursuant to this Section 6.15, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. The Pledgors agree Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Holdings Guarantee and Pledge Agreement (ADT, Inc.), Holdings Guarantee and Pledge Agreement (ADT, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released with respect to all Obligations (i) upon the occurrence of the Termination Collateral and Guarantee Release Date or, if any Other First Lien Obligations are outstanding on and (ii) upon termination of the Termination Date, the date when any Other First Lien Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent or unliquidated obligations or liabilities not then due with respect to which no claim for reimbursement has been made, and any other obligations that, by the terms than Letters of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) Credit that have been paid in full cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Secured Parties Lead Borrower or with respect to which other arrangements have no further commitment been made that are satisfactory to extend credit under any Other First Lien Agreementthe applicable Issuing Bank). (b) A Subsidiary Loan Party Grantor (other than a Borrower) shall automatically be released from its obligations hereunder in accordance with, and to the security interests in the Collateral extent provided by, Section 9.17 of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license granted in ‎Section 4.03 shall be released, all without delivery of any instrument or performance of any act by any party, automatically terminated with respect to such Collateral (i) upon at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person that is not other than a PledgorGrantor, (ii) upon subject to Section 9.2 of the effectiveness of any written consent to Credit Agreement, if the release of the such security interest granted hereby is approved, authorized or ratified in such Collateral pursuant to Section 9.08 of writing by the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) Required Lenders or (iii) as otherwise may be provided in any applicable Intercreditor Agreementupon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph ‎(a), ‎(b) or ‎(c) of this Section 5.15‎Section 5.12, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents and take all such further actions that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, in each case in accordance with the terms of Article VIII and will duly assign and transfer to such Pledgor, such Section 9.17 of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.15 ‎Section 5.12 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Specified Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Holdings or any release of its Subsidiaries under any Other Arrangement shall be secured pursuant to this Section 5.15Agreement only to the extent that, and for so long as, the Pledgors other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall be permitted to take any action in connection therewith consistent with such release including, without limitation, not require the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSpecified Secured Party.

Appears in 2 contracts

Sources: Pledge and Security Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by Security Interest, the Pledgors herein pledge of the Pledged Collateral and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Junior-Priority Obligations (other than contingent or unliquidated indemnification obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralfor which no claim has been made) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementin cash. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder The Security Interest, the pledge of the Pledged Collateral and the all other security interests in the Collateral of such Subsidiary Loan Party granted hereby to secure any particular Series shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument whether in whole or performance of any act by any partyin part, (i) upon any sale or other transfer by any Pledgor in the case of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement 2023 Notes Obligations, as and to any person that is not a Pledgorthe extent expressly provided under the 2023 Notes Indenture, (ii) upon in the effectiveness of any written consent to the release case of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement 2024 Notes Obligations, as and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or expressly provided under the 2024 Notes Indenture and (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Pari Passu Debt Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or as and to the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon extent expressly provided under the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Pari Passu Agreement governing such Series of Other First Lien Pari Passu Debt Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b) above, (i) the Company will furnish to the Junior-Priority Collateral Agent and each Authorized Representative, prior to the proposed release of Collateral, an Officer’s certificate and an opinion of counsel and such other documentation as required by the then existing Indentures and any Pari Passu Agreements and (ii) upon receipt of such, the Junior-Priority Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and all assignments or other instruments of transfer as may be necessary to reassign to such PledgorGrantor all rights, such of titles and interests in any relevant Intellectual Property as may have been assigned to the Pledged Junior-Priority Collateral Agent and/or its designees, subject to any disposition thereof that may be in have been made by the possession of the Junior-Priority Collateral Agent and/or its designees in accordance with the terms of this Agreement, and has not theretofore been sold all rights and license granted to the Junior-Priority Collateral Agent and/or its designees in or otherwise applied or released to any such Intellectual Property pursuant to this AgreementAgreement shall automatically and immediately terminate and all rights shall automatically and immediately revert to such Grantor. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or representation or warranty by the Junior-Priority Collateral AgentAgent or any other Secured Party. In Without limiting the provisions of Section 6.06, the Company shall reimburse the Junior-Priority Collateral Agent upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any release pursuant to action contemplated by this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments6.15.

Appears in 2 contracts

Sources: Junior Priority Collateral Agreement (Community Health Systems Inc), Junior Priority Collateral Agreement (Community Health Systems Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges Guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any Other First Lien further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and and, in the security interests case of a Subsidiary Party that is a Subsidiary Grantor, the Security Interest in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of Holdings; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Required Lenders shall have consented to be a Guarantor or such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that, after giving effect to such release, there is otherwise released from its obligations no Default under the Subsidiary Guarantee Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person Person that is not a PledgorGrantor, (ii) or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the Security Interest in each casesuch Collateral shall be automatically released; provided that after giving effect to such release, to there is no Default under the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Credit Agreement. (d) [Reserved]Notwithstanding anything herein to the contrary, the Security Interest shall be released at any time when (i) Holdings has a Credit Rating of (A) Baa1 with stable outlook or better from ▇▇▇▇▇’▇ or (B) BBB+ with stable outlook or better from S&P; provided that if the Credit Ratings are not at the same level, the lower Credit Rating is not more than one notch worse than the higher Credit Rating, (ii) no Default has occurred and is continuing or would result from such release and (iii) the Administrative Agent shall have received a certificate from a Financial Officer of Holdings or the Parent Borrower confirming that the conditions in this paragraph (d) are satisfied. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) above, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Credit Agreement (J C Penney Co Inc), Guarantee and Collateral Agreement (J C Penney Co Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence Discharge of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementObligations. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (if and all rights to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.156.11(a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) Notwithstanding anything to contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon the Discharge of Obligations, in each case, unless the Obligations under any such Secured Hedge Agreement or any such Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full in cash in immediately available funds) and (ii) any release pursuant to of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Section 5.15, Agreement shall not require the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecured Approved Counterparty.

Appears in 2 contracts

Sources: Security Agreement (La Quinta Holdings Inc.), Security Agreement (La Quinta Holdings Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Aggregate Commitments and payment in full of all Obligations (other than contingent (i) Cash Management Obligations or unliquidated obligations or liabilities under Secured Hedge Agreements not then yet due and any payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other obligations that, by than Letters of Credit in which the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release Outstanding Amount of the Collateral) L/C Obligations related thereto have been paid Cash Collateralized or, if satisfactory to the relevant L/C Issuer in full and the Secured Parties have no further commitment to extend its reasonable discretion, for which a backstop letter of credit under any Other First Lien Agreementis in place). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (if and all rights to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.12, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.12 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release pursuant to of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Section 5.15, Agreement shall not require the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary Hedge Bank or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCash Management Bank that is not a Lender.

Appears in 2 contracts

Sources: Security Agreement, Security Agreement (SeaWorld Entertainment, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Term Credit Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required with respect to be paid in full prior to termination and release of the Collateralwhich no claim has been asserted) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Term Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Term Credit Agreement or any Other First Lien Agreement then in effect Agreement, as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Company or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Pledgor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Required Lenders shall have consented to such transaction (to the applicable portions extent such consents are required by the Term Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Term Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to the terms of Section 9.08 10.01 of the Term Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the Security Interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.14, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release; provided, and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent shall not be required to take any action under this Section 7.14(d) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and has not theretofore been sold (ii) a certificate of a Responsible Officer of the Company or otherwise applied such Pledgor certifying that the transaction giving rise to such termination or released pursuant to this Agreementrelease is permitted by the Term Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.14 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP), Credit Agreement (Noranda Aluminum Holding CORP)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Secured Obligations (including without limitation foreign security documents), shall automatically terminate and and/or be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any the applicable PledgorPledgors, as of the date when all the Loan Document Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim thereof has been made) have been paid in full, all Commitments have been terminated and all Letters of Credit under the Credit Agreement have been terminated or expired (excluding such Letters of Credit that have been cash collateralized or backstopped on terms and pursuant to arrangements satisfactory to the L/C Issuer). (hb) A Subsidiary Party shall be automatically released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Party shall be automatically released as set forth in Section 9.18 of the Credit Agreement. (c) The security interests in the Collateral of any Pledgor shall be automatically released as set forth in Section 9.18 of the Credit Agreement. (d) Upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.155.15 or any subordination pursuant to Section 8.12 of the Credit Agreement, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination termination, release, or release subordination (including Uniform Commercial Code including, without limitation, UCC termination statements), and and, if applicable, will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent or any other Secured Party and subject to the Agent. In connection with any release pursuant to this Section 5.15’s receipt, the Pledgors shall be permitted to take any action in connection therewith consistent with such release includingupon request, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared a certification by the Borrower, the Collateral Agent shall execute, deliver or acknowledge Borrower and applicable Pledgor stating that such instruments or releases to evidence the transaction and release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) are in connection compliance with the execution Credit Agreement and delivery of the other Loan Documents and as to such release documents or instrumentsother matters as the Agent may reasonably request.

Appears in 2 contracts

Sources: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Obligations, shall automatically terminate and be released upon the occurrence Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Termination Date orIndenture, if stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other First Lien Obligations are outstanding Pari Passu Obligations, stating that such Authorized Representative, on behalf of the Termination Dateholders of the applicable Other Pari Passu Obligations, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the applicable indenture or agreement governing such Other Pari Passu Obligations) and any right it has under the Security Documents. In connection with such termination, the date when any Other First Lien Obligations (other than contingent Collateral Agent shall do or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required cause to be paid in full prior done all acts reasonably necessary to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementall such security interests as soon as is reasonably practicable. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect Indenture as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Pledgor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights requisite Holders shall have consented to such transaction (to the applicable portions extent such consent is required by the Indenture) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement Indenture to any person that is not a PledgorPledgor (including in connection with an Event of Loss), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Indenture, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]In the case of a Pledgor making a Transfer that is permitted by clause (y) of the last paragraph of Article V of the Indenture and such permitted Transfer is to a Restricted Subsidiary that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of If any of the circumstances Collateral shall become subject to the release provisions set forth in Section 9.18 5.1 of the Credit Intercreditor Agreement without delivery and/or Section 11.04 of any instrument the Indenture or performance the equivalent provision of any act by any partyeach Additional Secured Debt Document, and all rights such Collateral shall be automatically released from the security interest in such Collateral to the Collateral shall revert to any applicable Pledgorextent provided therein. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) of this Section 5.156.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments6.15.

Appears in 2 contracts

Sources: Second Lien Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This The Security Agreement and shall continue in effect until the pledges made by Specified Date. Notwithstanding anything in this Security Agreement or the Pledgors herein and all other security interests granted by Note or any Financing Document to the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date orcontrary, if (a) any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder under this Security Agreement (and the security interests in the Collateral of any Lien granted by such Subsidiary Loan Party Grantor pursuant to this Security Agreement shall be automatically released released) (i) upon the consummation of any transaction not prohibited by or series of related transactions permitted under the Credit Agreement or any Other First Lien Agreement then in effect Note if as a result of which thereof such Subsidiary Loan Party Grantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited under this Security Agreement or the Note), provided that if any Grantor ceases to constitute a wholly-owned Subsidiary, such Grantor shall not be a Guarantor or is otherwise released from its obligations under this Security Agreement unless (A) such Grantor is no longer a direct or indirect Subsidiary of the Subsidiary Guarantee AgreementIssuer or (B) after giving pro forma effect to such release and the consummation of the relevant transaction, all without delivery the Issuer is deemed to have made a new Investment in such Person (as if such Person was then newly acquired); it being understood that this proviso shall not limit the release of any instrument or performance of Grantor that otherwise constitutes an Excluded Subsidiary for any act by any party, and all rights to the applicable portions reason other than not constituting a wholly-owned Subsidiary of the Collateral shall revert to such Subsidiary Loan Party. Issuer (cthis proviso, the “Specified Grantor Release Provision”) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, and/or (ii) upon the effectiveness of any written consent to the release occurrence of the security interest granted hereby earlier of (x) the date on which the Notes have been fully converted in such Collateral pursuant to Section 9.08 accordance with the terms of the Credit Agreement Note and (y) the Maturity Date and (b) any equivalent provision Grantor that meets the definition of any Other First Lien Agreement (in each case“Excluded Subsidiary” shall be released by the Noteholder promptly following the request therefor by the Issuer, subject, if applicable, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor AgreementSpecified Grantor Release Provision. (db) [Reserved]. (e) Solely with respect Notwithstanding anything in this Security Agreement or the Note to the Credit Agreement Secured Obligationscontrary, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in Noteholder will release any Lien granted to or held by the Noteholder upon any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released (A) upon the occurrence of the earlier of (i) the date on which the Notes have been fully converted in accordance with the terms thereof and (ii) the Maturity Date, (B) constituting property sold or to be sold or otherwise Disposed of as part of or in connection with any Disposition permitted under the Note or under any Finance Document or to which the Noteholder has consented, (C) that does not constitute (or ceases to constitute) Collateral, (D) in accordance with Section 12 of the circumstances set forth Note Purchase Agreement (E) otherwise pursuant to and in Section 9.18 of accordance with the Credit Agreement without delivery provisions of any instrument applicable Finance Document or performance of any act (F) if approved, authorized or ratified in writing by any party, and all rights to the Collateral shall revert to any applicable PledgorNoteholder. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) above, the Collateral Agent Noteholder shall promptly execute (if applicable) and deliver to any Pledgor Grantor, at such Grantor’s expense, (i) all UCC termination statements and/or UCC amendments and similar documents that such Pledgor Grantor shall reasonably request to evidence and/or effectuate such termination or release and (including Uniform Commercial Code termination statements)ii) all or the relevant portion of, and will duly assign and transfer to such Pledgoras applicable, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this AgreementCollateral. Any execution and delivery of documents any document pursuant to this Section 5.15 7.12 shall be made without recourse to or representation or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsNoteholder.

Appears in 2 contracts

Sources: Note Guaranty (Li-Cycle Holdings Corp.), u.s. Pledge and Security Agreement (Li-Cycle Holdings Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Security Agreement shall continue in effect until, and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date oron, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon in the consummation circumstances set forth in Sections 10.06 and 13.03(a)(2) of the Indenture, including, with respect to any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect Subsidiary Party, as a result of any transaction permitted under the Indenture pursuant to which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyHoldings. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer disposition by any Pledgor Grantor of any Collateral that is not prohibited by permitted under Section 4.10 of the Credit Agreement or any Other First Lien Agreement Indenture to any person Person that is not a PledgorGrantor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]The security interests granted hereunder on any Collateral, to the extent such Collateral is comprised of property leased to a Grantor, shall be automatically released upon termination or expiration of such lease, pursuant to Section 13.03(a)(3) of the Indenture. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the The security interests interest in any Collateral securing shall be released in any circumstance and in the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances manner set forth in Section 9.18 13.03 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorIndenture. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.157.12(a), (b), (c), (d), or (e), the Notes Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Pledgor Grantor shall reasonably request under the Indenture to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 7.12 shall be made without recourse to or representation or warranty by the Notes Collateral AgentAgent or any Secured Party. In connection with any release pursuant to this Without limiting the provisions of Section 5.157.10, the Pledgors Issuer shall reimburse (or cause to be permitted to take any action in connection therewith consistent with such release including, without limitation, reimbursed) the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Notes Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence in accordance with Sections 7.07 and 13.09(z) of the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay Indenture for all fees and all reasonable and documented out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by the Collateral Agent (and its representatives and counsel) it in connection with the execution and delivery of such release documents or instrumentsany action contemplated by this Section 7.12.

Appears in 2 contracts

Sources: Pledge and Security Agreement (Cushman & Wakefield PLC), Pledge and Security Agreement (Cushman & Wakefield PLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest, the pledge of the Pledged Collateral and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent unmatured or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be inchoate indemnity obligations) have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests Security Interests created hereunder in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be in a Guarantor or is otherwise released from its obligations under transaction permitted by the Subsidiary Guarantee Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person Person that is not the Borrower or a PledgorGuarantor, (ii) or, upon the effectiveness of any written consent of the Lenders to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the Security Interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15clause (a), (b) or (c) above, the Collateral Administrative Agent shall promptly execute and deliver to any Pledgor Grantor, solely at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or representation or warranty by the Collateral Agent. In connection with Administrative Agent or any Secured Party; provided that the Borrower shall have delivered a certificate executed by a Responsible Officer of the Borrower at least five Business Days prior to any such release pursuant to clause (a), (b) or (c) above, certifying that the applicable transaction is permitted under the Credit Agreement (and the Secured Parties, by accepting the benefits hereof, hereby direct and authorize the Administrative Agent to rely upon such certificate in performing its obligations under this Section 5.157.15(d)). Without limiting the provisions of Section 7.06, the Pledgors Borrower shall be permitted to take any action in connection therewith consistent with such release including, without limitation, reimburse the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Administrative Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay upon demand for all reasonable and documented out-of-costs and out of pocket expenses, including the reasonable and documented fees, charges and out of pocket expenses of counsel, incurred by the Collateral Agent (and its representatives and counsel) it in connection with the execution and delivery of such release documents or instrumentsany action contemplated by this Section 7.15.

Appears in 2 contracts

Sources: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges Guaranties made by herein shall terminate with respect to all of the Pledgors herein Guarantors, and all other security interests granted by the Pledgors hereby Guarantors shall automatically terminate and be released upon from their obligations hereunder, when (i) the occurrence of Commitments have been terminated in full, (ii) all the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated (x) obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been paid in full and (iii) no Letter of Credit remains outstanding (unless the Secured Parties have no further commitment Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to extend credit under any Other First Lien Agreementthe applicable L/C Issuer is in place). (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests as provided in the Collateral Section 9.11 of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.154.11, the Collateral Administrative Agent shall promptly execute and deliver to any Pledgor Guarantor, at such Guarantor’s expense, all documents that such Pledgor Guarantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and transfer to such Pledgor, such in each case in accordance with the terms of Section 9.11 of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.15 4.11 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with . (d) The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the Obligations of any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Section 5.15Agreement only to the extent that, and for so long as, the Pledgors other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall be permitted to take any action in connection therewith consistent with such release including, without limitation, not require the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary Hedge Bank or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCash Management Bank.

Appears in 2 contracts

Sources: Guaranty (Primedia Inc), Guaranty (Axcan Intermediate Holdings Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by Guarantees, the Pledgors herein Security Interest, the pledge of the Pledged Collateral and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than (i) wholly contingent or unliquidated indemnification obligations or liabilities not (ii) compensation obligations with respect to increased costs or reductions in amounts received or receivable or reductions in return on capital pursuant to Section 2.14(d) of the Credit Agreement) then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) owing have been paid in full in cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Borrower; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not the Borrower or a PledgorGuarantor, (ii) or, upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the Security Interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. All Collateral owned by Tahoe Joe’s (e) Solely with respect to the extent applicable), as the case may be, held under this Agreement shall be released from the Liens created thereunder, in each case without representation, warranty or recourse of any nature in accordance with the provisions of (and subject to the satisfaction of the conditions precedent specified in) Section 9.17 of the Credit Agreement Secured ObligationsAgreement. Upon the release of Collateral owned by Tahoe Joe’s pursuant to the immediately preceding sentence, a Pledgor Tahoe Joe’s shall automatically be released from its obligations guarantee hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case and cease to be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgora Subsidiary Guarantor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (he) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or representation or warranty by the Collateral AgentAgent or any Secured Party. In Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any release pursuant to action contemplated by this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments7.15.

Appears in 2 contracts

Sources: Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Revolving Commitments and payment in full of all Secured Obligations (other than contingent (i) obligations under any Secured Hedge Agreement or unliquidated obligations or liabilities Treasury Services Agreement not then yet due and any payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other obligations that, by than Letters of Credit in which the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release Outstanding Amount of the Collateral) Letter of Credit Obligations related thereto have been paid in full and Cash Collateralized or if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the Secured Parties have no further commitment relevant Issuing Bank or deemed reissued under another agreement reasonably satisfactory to extend credit under any Other First Lien Agreementthe relevant Issuing Bank). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary of the Borrower or otherwise (subject to the proviso in the definition of “Excluded Subsidiaries” in the Credit Agreement) becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartySubsidiary. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.11, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such delivery of the Pledged Collateral that may be Certificated Securities then in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgent’s possession. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Secured Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon termination of the Revolving Commitments and payment in full of all other Secured Obligations, in each case, unless the Secured Obligations under the Secured Hedge Agreement or the Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Secured Obligations and until such time as such due and payable Secured Obligations have been paid in full) and (ii) any release pursuant to of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Section 5.15, Agreement shall not require the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecured Approved Counterparty.

Appears in 2 contracts

Sources: Security Agreement, Security Agreement (Tradeweb Markets Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateraldue) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero (or cash collateralized or supported by back-to-back letter of credit in form and substance and from an issuing bank satisfactory to the Administrative Agent and the Issuing Bank) and each Issuing Bank has no further obligations to issue Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided that such portion of the Subsidiary Guarantee Agreement, all without delivery Lenders as shall be required by the terms of any instrument or performance of any act by any party, and all rights the Credit Agreement to have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]Upon the transfer by any Loan Party of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) and (d) of this Section 5.157.15, the Collateral Administrative Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Aggregate Commitments and payment in full of all Secured Obligations (other than contingent (i) obligations under any Secured Hedge Agreement or unliquidated obligations or liabilities Treasury Services Agreement not then yet due and any payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other obligations that, by than Letters of Credit in which the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release Outstanding Amount of the Collateral) L/C Obligations related thereto have been paid in full and Cash Collateralized or if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the Secured Parties have no further commitment relevant L/C Issuer or deemed reissued under another agreement reasonably satisfactory to extend credit under any Other First Lien Agreementthe relevant L/C Issuer). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (collectively, a “Subsidiary Party Release”) upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary; provided (x) that no Subsidiary Party Release shall occur if such Subsidiary Party continues to be a guarantor in respect of any Junior Financing with a principal amount in excess of the Threshold Amount and (y) no Subsidiary Party Release shall occur if such Subsidiary Party becomes an Excluded Subsidiary or ceases to be as a Guarantor or result of clause (a) of the definition thereof unless (1) such release is otherwise approved, authorized or ratified in writing by the Required Lenders or (2) such Subsidiary Party became a non-wholly owned Restricted Subsidiary pursuant to a transaction where such Subsidiary Party becomes a bona fide joint venture where the other Person obtaining an equity interest in such Subsidiary Party is not an Affiliate of Holdings or the Borrower (other than as a result of such joint venture). At the sole option of the Borrower, Initial Holdings or any existing entity constituting “Holdings” under the Credit Agreement shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such entity ceases to be the direct parent of the Borrower as a result of such transaction or designation permitted pursuant to the definition thereof and otherwise permitted under the Subsidiary Guarantee Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights subject to the applicable portions assumption of all obligations of “Holdings” under the Loan Documents by such other Domestic Subsidiary of such entity that directly owns 100% of the issued and outstanding Equity Interests in the Borrower pursuant to the definition thereof in the Credit Agreement and satisfaction of the Collateral and Guarantee Requirements by such Domestic Subsidiary, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Borrower shall revert be pledged to such Subsidiary Loan Partythe Collateral Agent to secure the Secured Obligations. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.11, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Collateral Agent’s possession; provided that without limitation to the operation of the automatic releases described in clauses (including Uniform Commercial Code termination statementsa), and will duly assign and transfer to such Pledgor(b) or (c) of this Section 6.11, such of the Pledged Collateral that may be in the possession of the Collateral Agent is not required to sign a release or take any other action unless such Grantor has delivered a certificate of a Responsible Officer, stating that the Borrower has determined in good faith that such release satisfies the requirements in paragraph (a), (b) or (c) and such automatic release has not theretofore been sold or otherwise applied or released pursuant occurred. A certificate of a Responsible Officer, delivered at the option of the Borrower, to the Collateral Agent with respect to any release described in clauses (a), (b) and (c) of this AgreementSection 6.11 shall be conclusive evidence that such release satisfies the foregoing requirements and that such automatic release has occurred. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Secured Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon termination of the Aggregate Commitments and payment in full of all other Secured Obligations, in each case, unless the Secured Obligations under the Secured Hedge Agreement or the Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Secured Obligations and until such time as such due and payable Secured Obligations have been paid in full) and (ii) any release pursuant to of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Section 5.15, Agreement shall not require the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecured Approved Counterparty.

Appears in 2 contracts

Sources: Security Agreement (TaskUs, Inc.), Security Agreement (TaskUs, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence (i) payment in full of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien all Secured Obligations (other than contingent obligations not yet accrued and payable) or unliquidated obligations (ii) legal defeasance, covenant defeasance or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release discharge under Article 8 of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementIndenture. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect Indenture as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Holdings or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartySubsidiary. (c) The security interests Security Interest in any Collateral shall be automatically be released, all without delivery released upon the consummation of any instrument or performance transaction permitted by the Indenture as a result of any act by any party, which such Collateral becomes an Excluded Asset. (id) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Indenture (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Grantor), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Indenture, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 5.156.12, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such re lease, including Uniform Commercial Code termination statements)delivery of certificates, securities, instruments and will duly assign written releases, terminations and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementsimilar documents. Any execution and delivery of documents pursuant to this Section 5.15 6.12 shall be made without with out recourse to or warranty by the Collateral Agent and subject, if requested by the Collateral Agent. In connection with any release pursuant , to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the Collateral Agent’s receipt of any necessary or proper instruments of termination, satisfaction or release prepared a certification by the Borrower, Issuers and applicable Grantor stating that such transaction is in compliance with the Indenture and the other Indenture Documents and as to such other matters as the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsmay reasonably request.

Appears in 2 contracts

Sources: u.s. Second Lien Notes Security Agreement (Gates Global Inc.), u.s. Second Lien Notes Security Agreement (Gates Engineering & Services FZCO)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date orand, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any applicable Other First Lien Agreements, are not required to be paid in full in cash prior to termination and release of the Collateral) have been paid in full in cash and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Solely with respect to the Credit Agreement Secured Obligations, (i) a Pledgor shall automatically be released from its obligations hereunder and if such Pledgor is released from its obligations under its Loan Guaranty in accordance with Section 9.22 of the security interests Credit Agreement and/or (ii) the Security Interests in any portion of the Collateral of such Subsidiary Loan Party shall in each case be automatically released upon the consummation occurrence of any transaction not prohibited by of the circumstances with respect to release of Liens set forth in the last paragraph of Section 6.07, in Article 8 or in Section 9.22 of the Credit Agreement or any Other First Lien Agreement then in effect as a result of which with respect to such Subsidiary Loan Party ceases to be a Subsidiary portion of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Collateral, in each case of the Subsidiary Guarantee Agreementpreceding clauses (i) and (ii), all in accordance with the requirements of such provisions, without delivery of any instrument or performance of any act by any partyparty unless otherwise expressly required by such provisions, and all rights (but only to the extent granted to holders of Credit Agreement Secured Obligations) to the applicable portions Collateral shall revert to any applicable Pledgor. (c) Solely with respect to any Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the Security Interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in any section governing release of collateral in the applicable Other First Lien Agreement in accordance with the requirements of any such section, without delivery of any instrument or performance of any act by any party unless otherwise expressly required by any such section, and all rights (but only to the extent granted to holders of Other First Lien Obligations) to the Collateral shall revert to such Subsidiary Loan Partyany applicable Pledgor. (cd) The security interests Security Interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited except to the extent otherwise expressly required by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (iii) upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required therebyrequired) or (iiiii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code UCC termination statements), and will duly assign and transfer to such Pledgor, any of such of the Pledged Collateral that may be is in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such termination or release without representation or warranty. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors applicable Pledgor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code UCC termination statementsstatements with respect to the released portion of the Collateral. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Lead Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement; provided that the Collateral Agent shall not be required to execute, deliver or acknowledge any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such termination or release without representation or warranty. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Security Agreement, Security Agreement (Spectrum Brands Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when (i) all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than contingent indemnity or unliquidated expense reimbursement obligations or liabilities not then due and any other obligations that, by the terms in respect of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralwhich no claim has been made) have been paid in full and in cash in immediately available funds, (ii) the Secured Parties have no further commitment to extend credit lend under any Other First Lien Loan Document, (iii) the Revolving L/C Exposure has been reduced to zero or cash collateralized in accordance with Section 2.05(k) of the ABL Credit Agreement, each Issuing Bank has no further obligations to issue Letters of Credit under the ABL Credit Agreement, (iv) all Swap Agreements relating to Secured Swap Obligations have been terminated or the secured party under such Swap Agreement has authorized the termination of this Agreement, and (v) any other requirements set forth in the Loan Documents then effective are satisfied. (b) The Liens securing the Loan Document Obligations will be released in whole or in part, as provided in Section 10.18 of the ABL Credit Agreement. (c) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which if such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under guarantee pursuant to Article 2 in accordance with the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions terms of the Collateral shall revert to such Subsidiary Loan PartyABL Credit Agreement. (cd) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited permitted under the Loan Documents (to the extent the release of such Collateral following such sale is permitted by the Credit Agreement Loan Documents), or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Loan Documents, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Administrative Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including including, without limitation, Uniform Commercial Code termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Loan Documents and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by Guaranties hereunder, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Credit Agreement Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend or purchase and accept B/As under any Other First Lien the Credit Agreement, the LC Exposure has been reduced to zero and the Letter of Credit Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (i) upon the consummation designation by the US Borrower of any transaction not prohibited such Subsidiary Party as an Unrestricted Subsidiary, provided that such designation was permitted by the Credit Agreement or any Other First Lien Agreement then Agreement, and (ii) in effect as a result the event that all the capital stock of which such Subsidiary Loan Party ceases shall be sold, transferred or otherwise disposed of to be a Person that is not Holdings, the US Borrower or a Subsidiary Party in accordance with the terms of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Credit Agreement, all without delivery of any instrument provided that the Required Lenders shall have consented to such sale, transfer or performance of any act by any party, and all rights other disposition (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Grantor or Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person Person that is not a PledgorHoldings, (ii) the US Borrower or any Subsidiary Party in accordance with the terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 10.11 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the Security Interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Grantor or Pledgor, as the case may be, at such Grantor’s or Pledgor’s expense, all documents that such Grantor or Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Credit Agreement (Compass Minerals International Inc), Collateral and Guaranty Agreement (Compass Minerals International Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect Notes Indenture as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee AgreementNotes Indenture, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyGuarantor. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement Notes Indenture to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 Article IX of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each caseNotes Indenture, to the extent required thereby) thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured ObligationsIn addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 Article XI of the Credit Agreement Notes Indenture without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor[Reserved]. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Collateral Agreement (Second Lien) (ADT, Inc.), Collateral Agreement (Second Lien) (ADT, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein pledge hereunder and all other security interests granted by hereby and the Pledgors hereby pledge hereunder shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Foreign Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Revolving Credit Lenders have no further commitment to extend credit lend under any Other First Lien Agreementthe Credit Agreement and the Revolving L/C Exposure has been reduced to zero. (b) A Subsidiary Loan Party Pledgor shall automatically be released from its obligations hereunder and the security interests in the Pledged Collateral of such Subsidiary Loan Party Pledgor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Pledgor ceases to be a Subsidiary subsidiary of Holdings; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Pledged Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Pledged Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.154.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 4.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Pledge Agreement (TRW Automotive Inc), Pledge Agreement (TRW Automotive Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Obligations and any Liens arising therefrom shall be automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (in each case other than contingent or unliquidated (x) obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and as provided in Section 9.11 of the security interests in Credit Agreement; provided that the Collateral of Lenders shall have consented to such Subsidiary Loan Party shall be automatically released upon transaction (to the consummation of any transaction not prohibited extent required by the Credit Agreement or any Other First Lien Agreement then in effect as a result Agreement) and the terms of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale to another Grantor), or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.11 of the Credit Agreement and any equivalent provision Agreement, the security interest of any Other First Lien Agreement (such Grantor in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.13, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and transfer to such Pledgor, such in each case in accordance with the terms of Section 9.11 of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.15 6.13 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with . (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any release Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Section 5.15Agreement only to the extent that, and for so long as, the Pledgors other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall be permitted to take any action in connection therewith consistent with such release including, without limitation, not require the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary Hedge Bank or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCash Management Bank.

Appears in 2 contracts

Sources: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Subject to Section 2.04, this Agreement and the pledges Guarantees made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon on the occurrence earlier to occur of (i) the satisfaction of the Termination Date or, if any Other First Lien Obligations are outstanding on provisions of Section 9.18(c) of the Termination Date, Credit Agreement and (ii) payment in full in cash of all the date when any Other First Lien Loan Document Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or unliquidated obligations yield protection as to which no claim has been made), the expiration or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full Lenders’ commitments to lend under the Credit Agreement, the reduction of the LC Exposure to zero and the Secured Parties have no further commitment expiration or termination of the Issuing Banks’ obligations to issue, amend or extend credit Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder under this Agreement upon: (i) such Guarantor having been designated as an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement, (ii) all the Equity Interests in such Guarantor held by the Borrower and its Subsidiaries having been sold or otherwise disposed of (other than to the security interests Borrower or any of its Subsidiaries) (including by merger or consolidation) in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect Agreement, (iii) such Guarantor having ceased to be a wholly owned Subsidiary as a result of which the consummation of any sale or disposition of all or any part of the Equity Interests of such Subsidiary Loan Party ceases to be not prohibited under the Credit Agreement and entered into for a Subsidiary valid business purpose, (iv) the release of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a such Guarantor or is otherwise released from its obligations under this Agreement having been approved or authorized in writing by the Subsidiary Guarantee Agreement, all without delivery of any instrument Required Lenders (or performance of any act by any party, and all rights to the applicable portions such other percentage of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests Lenders whose consent may be required in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to accordance with Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required therebyAgreement) or (iiiv) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely accordance with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorAgreement. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.15Section, the Collateral Administrative Agent shall execute and and/or deliver to any Pledgor Guarantor, at such Guarantor’s expense, all releases and other documents that such Pledgor Guarantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Obligations, shall automatically terminate and and/or be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantors, as of the date when all the Obligations (other than (i) Hedging Obligations in respect of any applicable PledgorSecured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due and owing) have been paid in full and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the aggregate Total Exposure has been reduced to zero, the aggregate Commitments have been terminated in full, each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the relevant Issuing Bank. (fb) [Reserved]A Subsidiary Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, in any case in accordance with the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Party. (gi) Solely with respect Upon any sale or other transfer by any Grantor of any Collateral that is not prohibited by the Credit Agreement to any Series person that is not a Grantor (including in connection with a Casualty Event) or (ii) upon the effectiveness of Other First Lien Obligationsany written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.1 of the Credit Agreement, a Pledgor the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 13.17 of the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien ObligationsCredit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorSubsidiary Party. (he) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 5.155.12, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s or Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), and will duly assign and transfer to such PledgorGrantor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 5.12 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) above, the Pledgors Grantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by Agreement or the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsSecurity Documents.

Appears in 2 contracts

Sources: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges and guarantees made by herein, the Pledgors herein Liens in the Collateral created hereby and all other security interests granted by the Pledgors hereby hereby, shall automatically terminate and and/or be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorHoldings, as of the date when all the Obligations (as defined in the Collateral Agreement) (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving Facility Credit Exposure has been reduced to zero and each L/C Issuer has no further obligations to issue Letters of Credit under the Credit Agreement; provided that, upon payment in full of the Obligations, the Agent may assume that no Obligations are outstanding unless otherwise advised in writing by the Borrower. (hb) Upon any sale or other transfer by Holdings of any Collateral that is not prohibited by the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.15Paragraph 26, the Collateral Agent shall execute and deliver to any Pledgor Holdings, at Holdings’s expense, all documents that such Pledgor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), and will duly assign and transfer to such PledgorHoldings, such of the Pledged Collateral Equity that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 Paragraph 26 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guaranty and Pledge Agreement, Guaranty and Pledge Agreement (Harrahs Entertainment Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Obligations, shall automatically terminate and be released upon the occurrence Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Termination Date orIndenture, if stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other First Lien Obligations are outstanding Obligations, stating that such Authorized Representative, on behalf of the Termination Date, holders of the date when any applicable Other First Lien Obligations Obligations, disclaims and gives up any and all rights it has in or to the Collateral (other than contingent as defined in the applicable indenture or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any agreement governing such Other First Lien AgreementsObligations) and any right it has under the Security Documents. In connection with such termination, are not required the Collateral Agent shall do or cause to be paid in full prior done all acts reasonably necessary to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementall such security interests as soon as is reasonably practicable. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture and not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor Pledgor; provided that the requisite Secured Parties shall have consented to such transaction (to the extent such consent is required by the Indenture or is otherwise released from its obligations under the Subsidiary Guarantee any Other First Lien Agreement, all without delivery as applicable) and the terms of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture and not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 the Indenture and each Other First Lien Agreement, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer (as defined in the Indenture) that is permitted by clause (y) of the Credit Agreement and any equivalent provision last paragraph of Article V of the Indenture or any Other First Lien Agreement and such permitted Transfer is to a Restricted Subsidiary (as defined in each casethe Indenture) that is not a Pledgor, to the extent required thereby) or (iii) as otherwise may security interest in the Collateral of such Pledgor shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of If any of the circumstances Collateral shall become subject to the release provisions set forth in Section 9.18 2.05 of the Credit ABL Intercreditor Agreement without delivery or the equivalent provision of any instrument other Intercreditor Agreement, or performance Section 11.04 of any act by any partythe Indenture or the equivalent provision of each Other First Lien Agreement, and all rights such Collateral shall be automatically released from the security interest in such Collateral to the Collateral shall revert to any applicable Pledgorextent provided therein. (f) [Reserved]There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute ABL Priority Collateral but is at such time not subject to a Lien securing ABL Obligations, other than any assets or property that cease to be subject to a Lien securing ABL Obligations in connection with a release or discharge by or as a result of payment in full and termination of the ABL Obligations; provided that, if such property and assets are subsequently subject to a Lien securing ABL Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral hereunder. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.156.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall not be required to take any action under this Section 6.15(g) unless such Pledgor shall have delivered to the Collateral Agent, together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of an Officer of the Issuer certifying that the transaction giving rise to such termination or release is permitted by the Indenture, was consummated in compliance with the Indenture Documents and is not prohibited under any Other First Lien Agreement. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments6.15.

Appears in 2 contracts

Sources: First Lien Collateral Agreement, First Lien Collateral Agreement (Momentive Performance Materials Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon with respect to all Obligations when (i) all the occurrence of the Termination Date orLoan Document Obligations (including all LC Disbursements, if any Other First Lien Obligations are outstanding on the Termination Dateany, the date when any Other First Lien Obligations (other than but excluding contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required as to be paid in full prior to termination and release of the Collateralwhich no claim has been made) have been paid in full full, (ii) all Commitments have terminated or expired and (iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the Secured Parties Issuing Banks have no further commitment obligations to extend credit issue or amend Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party This Agreement and all security interests granted hereby shall automatically be released from its obligations hereunder terminate with respect to the Existing Notes Trustee and the security interests Existing Notes Holders when all Existing Notes Obligations have been paid in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyfull. (c) The All security interests granted hereby shall also terminate and be released with respect to a Grantor or an asset at the time or times and in any Collateral shall automatically be released, all without delivery the manner set forth in Section 9.14 of any instrument or performance of any act by any party, the Credit Agreement. (id) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement other transfer to any person that is not a PledgorLoan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to If at any time Pledged Equity Interests pledged under this Agreement no longer constitute Principal Property Collateral, then the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or Borrower will promptly notify the Administrative Agent thereof and the security interests in any such Collateral securing the Existing Notes Obligations shall be automatically released; provided that after such time the security interests in such Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any partyautomatically, and all rights without further action, be governed by, subject to the Collateral shall revert to any applicable Pledgorprovisions of, and deemed held by the Administrative Agent under the Pledge and Guarantee Agreement. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 5.154.12, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 4.12 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Credit Agreement (NCR Corp), Credit Agreement (NCR Corp)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence all of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Secured Obligations (other than contingent or unliquidated obligations or liabilities (x) (i) Cash Management Obligations and (ii) Secured Obligations under Secured Hedge Agreements not then yet due and any other payable, and (y) contingent obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have having been paid in full full, all Letters of Credit having been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementAggregate Commitments having expired or having been terminated. (b) A Subsidiary Loan Party Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Grantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (but only if and all rights to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.12, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release within a reasonable time, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.12 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Security Agreement, Security Agreement (Dunkin' Brands Group, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Subject to paragraph 6 hereof, this Agreement, the pledges and guarantees made by herein, the Pledgors herein Liens in the Collateral created hereby and all other security interests granted by the Pledgors hereby hereby, shall automatically terminate and and/or be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorHoldings, as of the date when all the Holdco Guaranteed Obligations, with respect to the guaranty by Holdings, and the date when all the Holdco Guaranteed Secured Obligations, with respect to the pledge, liens and all other obligations (in each case other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash. (hi) Upon any sale or other transfer by Holdings of any Collateral that is not prohibited by this Agreement, or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral by the Trustee, with the consent of Noteholders holding a majority in aggregate principal amount of outstanding First Lien Notes of each issue of First Lien Notes (determined giving effect to paragraph 38), and, after the termination of the Indenture and the Holdco Intercreditor Agreement, [any equivalent provision of any applicable Other Holdco Guaranteed Agreement], the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.15paragraph 27, the Collateral Agent Trustee shall execute and deliver to any Pledgor Holdings, at Holdings’ expense, all documents that such Pledgor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), and will duly assign and transfer to such PledgorHoldings, such of the Pledged Collateral Equity that may be in the possession of the Collateral Agent Trustee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 paragraph 27 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsTrustee.

Appears in 2 contracts

Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than contingent indemnity or unliquidated expense reimbursement obligations or liabilities not then due and any other obligations that, by the terms in respect of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralwhich no claim has been made) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided that such portion of the Subsidiary Guarantee Agreement, all without delivery Lenders as shall be required by the terms of any instrument or performance of any act by any party, and all rights the Credit Agreement to have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Administrative Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Verso Sartell LLC), Guarantee and Collateral Agreement (Verso Paper Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary subsidiary of Holdings; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor's, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges Guarantees made by herein, the Pledgors herein Security Interests, the pledge of the Pledged Collateral and all other security interests granted hereby (including, with-out limitation, the licenses granted by the Pledgors hereby Grantors and the Collateral Agents pursuant to Section 4.04) shall automatically terminate and be released (i) with respect to the First-Lien Security Interests, upon the occurrence Discharge of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First First-Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and to the extent any other obligations thatfunds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the First-Lien Security Interest in such Cash Collateral Account shall continue until released by the terms relevant Issuing Bank) and (ii) with respect to the Second-Lien Security Interests, upon the Discharge of any Other First Second-Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementObligations. (b) A Subsidiary Loan Party Any Guarantor shall automatically be released from its obligations hereunder here-under and the security interests Security Interests created hereunder in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, Upon (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement (including, without limitation, in connection with the Foreign Subsidiary Reorganization) to any person Person that is not a PledgorBorrower or a Grantor, or (ii) upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) any assets or property no longer constituting “Collateral” hereunder (including with respect to any direct or indirect subsidiary of the Borrower that becomes a Significant Subsidiary, any Capital Stock (as otherwise may defined in the Existing Notes Documentation) of any such Significant Subsidiary that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including dividends and distributions) or any proceeds, interest, income or profit obtained from any Capital Stock (as defined in the Existing Notes Documentation) of any Significant Subsidiary of the Company or the Borrower that is owned, directly or indirectly, by the Company or the Borrower or any of their subsidiaries, in each case whether owned on the date hereof or thereafter acquired, or any interest therein or any income or profits therefrom (including, without limitation, dividends and distributions), the Security Interest in such Collateral shall be provided in automatically released, and the licenses granted by the Grantors and the Collateral Agents pursuant to Section 4.04 shall be automatically terminated, without any applicable Intercreditor Agreementfurther action by any Grantor, the Collateral Agents or any Secured Party. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c) above, the Collateral Agent Agents shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.14 shall be made without recourse to or representation or warranty by the Collateral AgentAgents (other than any representation and warranty that the Collateral Agents have the authority to execute and deliver such documents) or any Secured Party. In connection with any release pursuant to this Without limiting the provisions of Section 5.157.05, the Pledgors Borrower shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, reimburse the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay Agents promptly upon written demand for all reasonable and documented out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by the Collateral Agent (and its representatives and counsel) it in connection with any action contemplated by this Section 7.14 to the execution extent and delivery as provided in Section 9.05 of the Credit Agreement. (e) At any time that the respective Grantor desires that any Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon the reasonable request of such Collateral Agent, deliver to such Collateral Agent an officer’s certificate certifying that the release documents of the respective Collateral is permitted pursuant to paragraph (a), (b) or instruments(c). No Collateral Agent shall have any liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which such Collateral Agent in good faith believes to be permitted) by this Section 7.14.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Nuveen Investments Holdings, Inc.), Credit Agreement (Nuveen Investments Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by hereby, and all other Security Documents securing the Pledgors hereby Obligations (including without limitation foreign security documents), shall automatically terminate and be released upon the occurrence as of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date. In connection with such termination, the date when any Other First Lien Obligations (other than contingent Collateral Agent shall do or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required cause to be paid in full prior done all acts reasonably necessary to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementall such security interests as soon as is reasonably practicable. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Pledgor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Required Lenders shall have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests Security Interest in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, released (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, Pledgor (including in connection with an Event of Loss) or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]If any Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or Section 9.19 of the Credit Agreement, the Lien created hereunder on such Collateral shall be automatically released to the extent provided therein. (e) Solely with respect There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute Notes Priority Collateral but is at such time not subject to the Credit Agreement Secured a Lien securing Notes Obligations, other than any assets or property that cease to be subject to a Pledgor shall automatically be released from its obligations hereunder and/or the security interests Lien securing Notes Obligations in any Collateral securing the Credit Agreement Secured Obligations shall connection with a release or discharge by or as a result of payment in each case be automatically released upon the occurrence of any full and termination of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any partyNotes Obligations; provided that, if such property and all rights assets are subsequently subject to the a Lien securing Notes Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral shall revert to any applicable Pledgorhereunder. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Collateral Agreement, Collateral Agreement (Momentive Specialty Chemicals Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralliabilities) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Pledgor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Required Lenders shall have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.09 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Affinion Group, Inc.), Credit Agreement (Affinion Group, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien with respect to all Obligations (other than contingent or unliquidated (x) obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations that, by not yet accrued and payable) when all the terms of any Other First Lien Agreements, are not required to be outstanding Obligations have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementfull. (b) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect Indenture as a result of which such Subsidiary Loan Party Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of Holdings III; provided that Holders of more than 50% in principal amount of the Borrower or otherwise becomes an Excluded Subsidiary or ceases total outstanding Notes shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Indenture) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Indenture, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 11.02 of the Credit Agreement and any equivalent provision Indenture, the security interest of any Other First Lien Agreement (such Grantor in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. A Grantor (eother than Holdings V and the Issuer) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or and the security interests Security Interest in any the Collateral securing the Credit Agreement Secured Obligations of such Grantor shall in each case be automatically released upon if such Grantor ceases to be a Material Domestic Subsidiary. (e) If the occurrence of security interest on any Collateral is released pursuant to Section 2.04 of the circumstances set forth Intercreditor Agreement and such release results in Section 9.18 the release of the Credit security interest on such Collateral under this Agreement without delivery of or any instrument or performance of any act by any party, and all rights Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes shall revert to any applicable Pledgorbe automatically released. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (e) of this Section 5.156.13, the Notes Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 6.13 shall be made without recourse to or warranty by the Notes Collateral Agent. . (g) In connection with the event that any release pursuant to this Section 5.15, of the Pledgors Collateral shall be permitted to take transferred by any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) Grantor in connection with the execution Foreign Reorganization, the security interest granted hereunder on such Collateral shall automatically be discharged and delivery released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral. (h) Notwithstanding anything to the contrary set forth herein or in any other Notes Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described in the Indenture), any security interests granted hereunder by Holdings IV on any Collateral shall automatically be discharged and released without any further action by the Notes Collateral Agent or any other Person. Subject to the terms of the Intercreditor Agreement, in connection with the foregoing, upon the request of the Issuer, the Notes Collateral Agent, at the expense of Issuer, shall promptly execute and deliver to Holdings IV, Holdings V or SigmaTel, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or instrumentsdesirable for the release of the security interest on such Collateral.

Appears in 2 contracts

Sources: Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Security Agreement shall continue in effect until (i) the ABL Credit Agreement has terminated pursuant to its express terms and the pledges made by the Pledgors herein and (ii) all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Secured Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralindemnity obligations) have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, have been cash collateralized as required by the ABL Credit Agreement) and no commitments of any Agent or the Lenders which would give rise to any Secured Parties have no further commitment to extend credit under any Other First Lien AgreementObligations are outstanding. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder hereunder, and the security interests created hereunder in the Collateral of such Subsidiary Loan Party shall be automatically released released, upon the consummation of any transaction not prohibited by permitted pursuant to the ABL Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartySubsidiary. (c) The security interests in Upon any Collateral shall automatically be releasedsale, all without delivery of any instrument lease, transfer or performance of any act other disposition by any party, (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement permitted under Section 4.01(d) to any person Person that is not a Pledgoranother Grantor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the ABL Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to to, or representation or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrowerby, the Collateral Agent or any Secured Party. Without limiting the provisions of Section 7.12, the Borrower shall execute, deliver or acknowledge such instruments or releases to evidence reimburse the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay Agent upon demand for all reasonable and documented costs and out-of-pocket expenses, including the reasonable and documented fees, charges and expenses of counsel, incurred by the Collateral Agent (and its representatives and counsel) it in connection with the execution and delivery of such release documents or instrumentsany action contemplated by this Section 7.15.

Appears in 2 contracts

Sources: Pledge and Security Agreement (Petco Holdings Inc), Pledge and Security Agreement (Petco Holdings Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateraldue) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementin cash or immediately available funds. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided that such portion of the Subsidiary Guarantee Agreement, all without delivery Lenders as shall be required by the terms of any instrument or performance of any act by any party, and all rights the Credit Agreement to have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) and (d) of this Section 5.157.15, the Collateral each Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, authorization to file UCC termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral such Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that each Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to such Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral any Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Claires Stores Inc), Term Loan Credit Agreement (Claires Stores Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate, and each Obligor shall be automatically terminate and be released upon from its obligations hereunder, when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations paid in full in cash (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementindemnification obligations). (b) A Upon the consummation of any transaction or series of transactions as a result of which any Subsidiary Guarantor ceases to be a Subsidiary of the Borrower or ceases to be a Revolver Loan Party (as defined in the Revolving Credit Agreement), in each case that is not prohibited by the Loan Documents, then such Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyreleased. (c) The security interests in Upon any Collateral shall automatically be releasedconveyance, all without delivery of any instrument sale, lease, assignment, transfer or performance of any act other disposition by any party, (i) upon any sale Grantor or other transfer by any Pledgor of any Collateral to any Person that is not (and is not required to become) a Loan Party in a transaction or series of transactions that is not prohibited by the Credit Agreement Loan Documents, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]If any Guarantee by a Guarantor or any security interest granted hereby in or pledge provided herein of any Collateral violates or is in contravention of the definition of “Collateral and Guarantee Requirement” in the Credit Agreement or Section 5.10 of the Credit Agreement, such Guarantee or such security interest in or pledge of such Collateral, as applicable, shall be automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.157.14, upon the written request of the applicable Obligor, the Collateral Agent shall execute and deliver to any Pledgor Obligor, at such Obligor’s expense, all documents that such Pledgor Obligor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to shall assist such Pledgor, such of the Pledged Collateral that may be Obligor in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementmaking any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 5.15 7.14 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralliabilities) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Holdings or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Required Lenders shall have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Administrative Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Guarantee and Collateral Agreement (Goodman Holding CO), Guarantee and Collateral Agreement (PQ Systems INC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Notes Obligations or any Other First Lien Obligations are outstanding on the Termination Date, the date when all Notes Obligations and any Other First Lien Obligations (in each case other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of the Notes Indenture or any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under the Notes Indenture or any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement Agreement, the Notes Indenture or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee AgreementGuarantee. In addition, all without delivery of any instrument or performance of any act by any party, and all rights immediately prior to the applicable portions consummation of a Qualified IPO of the Borrower, the security interests in the Collateral of Holdings shall revert to be automatically released (unless the Borrower shall elect in its sole discretion that such Subsidiary Loan Partyrelease shall not be effected). (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, released (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement Agreement, the Notes Indenture or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement Agreement, Article IX of the Notes Indenture and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required therebyrequired) or (iii) as otherwise may be provided in any applicable Intercreditor AgreementAgreements. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]Solely with respect to the Notes Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section Article XI of the Notes Indenture without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 2 contracts

Sources: Collateral Agreement (McGraw-Hill Interamericana, Inc.), Collateral Agreement (McGraw-Hill Global Education LLC)

Termination or Release. In (a) This Agreement shall remain in full force and effect until such time as the Secured Obligations have been paid in full, at which time this Agreement shall automatically terminate. Upon the termination of this Agreement, the Collateral Agent shall, upon the request and at the expense of the Grantors, execute and deliver all documents reasonably requested by the Grantors to evidence such termination. (b) By accepting the benefits hereof, each case subject Secured Party irrevocably authorizes and directs the Collateral Agent, at its option and in its discretion: (i) to release any Lien on any property granted to or held by the Collateral Agent under this Agreement (A) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited under the Loan Document, (B) to the extent such property becomes Excluded Property, or (C) if approved, authorized or ratified in accordance with the provisions of the Loan Documents; (ii) to subordinate any Lien on any property of any Grantor granted to or held by the Collateral Agent under this Agreement to the holder of any Lien on such property, to the extent that (A) such property constitutes fixed or capital assets acquired, constructed or improved by such Grantor, and (B) such Lien is permitted pursuant to the terms of the Intercreditor Agreements: Loan Documents; and (aiii) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if to release any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released Grantor from its obligations hereunder and under this Agreement (including the security interests in release of all Liens on such Grantor’s property granted to or held by the Collateral of Agent under this Agreement) if such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases Person cease to be a Subsidiary of the Borrower (or otherwise becomes an Excluded Subsidiary or ceases to be Subsidiary) as a Guarantor or is otherwise released from its obligations result of a transaction not prohibited under the Subsidiary Guarantee AgreementLoan Documents; provided, all without delivery of any instrument or performance of any act by any partythat, and all rights to the applicable portions of the Collateral no such release shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral occur pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or this clause (iii) as otherwise may if such Grantor continues to be provided obligated in respect of any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in . In each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth as specified in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15immediately preceding sentence, the Collateral Agent shall will, at the Company’s expense, execute and deliver to any Pledgor all the applicable Grantor such documents that as such Pledgor shall Grantor may reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any such item of Collateral permitted from the security interest granted under this Agreement or to be released pursuant subordinate its interest in such item, or to release such Grantor from its obligations under this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) , in connection each case in accordance with the execution and delivery terms of such release documents or instrumentsthe immediately preceding sentence.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (CDK Global, Inc.), Revolving Credit Agreement (CDK Global, Inc.)

Termination or Release. In each case subject to This Agreement, the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Aggregate Commitments and payment in full in cash of all Obligations (other than contingent (i) Cash Management Obligations or unliquidated obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable and (ii) contingent obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release payable). Each party hereto that is a direct or indirect Subsidiary of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Borrower shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Person shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Person ceases to be a direct or indirect Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Borrower. Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each caseAgreement, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) released. In connection with any termination or release pursuant to paragraph (a) or (c) of this Section 5.156.12, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.12 shall be made without recourse to or warranty by the Collateral Agent. In connection with Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full in cash of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release pursuant to of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Section 5.15, Agreement shall not require the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary Hedge Bank or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCash Management Bank that is not a Lender.

Appears in 2 contracts

Sources: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the pledges made by successors and assigns thereof and shall inure to the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence benefit of the Termination Date orCollateral Agent and the other Secured Parties and their respective successors, if any Other First Lien Obligations are outstanding on indorsees, transferees and assigns until the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party Grantor shall automatically be released from its obligations hereunder and the security interests Security Interests in the Collateral of such Subsidiary Loan Party Grantor created hereby shall be automatically released released, upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect Agreement, as a result of which such Subsidiary Loan Party Grantor ceases to be a Restricted Subsidiary of the Borrower Borrowers or otherwise becomes an Excluded Subsidiary; solely to the extent such Grantor ceasing to constitute a Restricted Subsidiary or ceases to be a Guarantor or otherwise becoming an Excluded Subsidiary is otherwise released from its obligations under not prohibited by the Subsidiary Guarantee Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party,. (c) The security interests Security Interests created hereby in any Collateral shall be automatically released and such Collateral may be releasedsold free and clear of the Lien and Security Interests created hereby (u) to the extent such Collateral is comprised of property leased to a Grantor by a Person that is not a Grantor, all without delivery upon termination or expiration of any instrument or performance of any act by any partysuch lease, (iv) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to this Agreement or any other Collateral Document, (w) upon any sale sale, transfer or other transfer disposition by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement (other than to any person that is not a Pledgoranother Grantor), (iix) upon the effectiveness of any release (including any written consent to the release such release) of the security interest granted Lien and Security Interests created hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement Agreement, (in each case, to the extent required therebyy) upon such Collateral becoming Excluded Equity Interests or Excluded Assets or (iiiz) as otherwise may be provided in any applicable intercreditor agreement entered into pursuant to the Credit Agreement (including an Equal Priority Intercreditor Agreement) among holders of First Lien Obligations. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor or authorize the filing of, at such Grantor’s expense, all documents (in form and substance reasonably satisfactory to the Collateral Agent) that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 6.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Credit Agreement (Candela Medical, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors Holdings herein and all other security interests granted by the Pledgors Holdings hereby shall automatically terminate and and/or be released upon the occurrence released, whether in whole or in part, in accordance with Article XI of the Termination Date orNotes Indenture, if as applicable. In the event of any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by conflict between the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination this Agreement and release Article XI of the Collateral) have been paid in full and Notes Indenture, the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementterms of Article XI of the Notes Indenture shall govern. (b) A Subsidiary Loan Party If any of the Pledged Collateral shall automatically be released from its obligations hereunder and become subject to the security interests release provision set forth in Section 5.1 of the First Lien/Second Lien Intercreditor Agreement, such Pledged Collateral of such Subsidiary Loan Party shall be automatically released upon from the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then security interest in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Pledged Collateral to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyextent provided therein. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.155.13, subject to Article XI of the Notes Indenture, the Collateral Agent shall execute and deliver to any Pledgor Holdings all documents that such Pledgor Holdings shall reasonably request to evidence such termination or release (including including, without limitation, Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, Holdings such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 5.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15paragraph (a) or (b) above, the Pledgors Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon Subject to Article XI of the Notes Indenture, upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, in form and substance as such deliverables are accepted by the First-Priority Collateral Agent pursuant to the Collateral Agreement (First Lien); provided, after the Discharge of First Priority Obligations, the Applicable Collateral Agent shall be under no obligation to determine whether such deliverables are satisfactory, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any the Pledged Collateral permitted to be released pursuant to this Agreement. The Pledgors agree Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Holdings Pledge Agreement (Second Lien) (DS Services of America, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required with respect to be paid in full prior to termination and release of the Collateralwhich no claim has been asserted) have been paid in full in cash or immediately available funds and the Secured Parties have JPM has no further commitment to extend credit actual or contingent liabilities under any Other First Lien AgreementGuaranty or to a creditor of any Covered BSC Entity in respect of any Underlying Liability. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Merger Agreement or any Other First Lien Agreement then in effect and each Guaranty, as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower BSC or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral Guarantor; provided that JPM shall revert have consented to such Subsidiary Loan Partytransaction and the terms of such consent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Merger Agreement or any Other First Lien Agreement and each Guaranty to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral by JPM, the security interest in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent JPM shall execute and deliver to any Pledgor Pledgor, at such Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or release; provided, that JPM shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to JPM together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release (including Uniform Commercial Code termination statements)without affecting any other Collateral, and will duly assign and transfer (ii) a certificate of a Responsible Officer of such Pledgor certifying that the transaction giving rise to such Pledgor, such of termination or release is permitted by the Pledged Collateral that may be in the possession of the Collateral Agent Merger Agreement and has not theretofore been sold or otherwise applied or released pursuant to this each Guaranty Agreement. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15JPM. (e) This Agreement, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitationguarantees made herein, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrowerpledges made herein, the Collateral Agent Security Interest and all other security interests granted hereby shall execute, deliver or acknowledge such instruments or releases to evidence terminate upon the release occurrence of any Collateral permitted to be released pursuant to this the Closing under the Merger Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Bear Stearns Companies Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence a Discharge of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementSenior Credit Obligations. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyGuarantor. (c) The security interests in Upon any Collateral shall automatically be releasedsale, all without delivery of any instrument transfer or performance of any act disposition by any party, (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale, transfer or any Other First Lien Agreement disposition to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision or to the extent such Collateral is owned by a Grantor upon the release of any Other First Lien Agreement (such Grantor from its obligations hereunder or under the Guaranty Agreement, in each case, the security interest in such Collateral shall be automatically released. The Collateral Agent shall enter into non-disturbance and similar agreement reasonably requested by any Grantor in connection with the licensing of intellectual property permitted pursuant to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor terms of the Credit Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.11, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant Agent (except as to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, fact that the Collateral Agent shall execute, deliver has not encumbered the released assets or acknowledge any part thereof) and subject to the Collateral Agent’s receipt of a certification by the Borrower and applicable Grantor stating that such instruments or releases transaction is in compliance with the Credit Agreement and the other Loan Documents and as to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by such other matters as the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsmay reasonably request.

Appears in 1 contract

Sources: Term Loan Credit Agreement (MKS Instruments Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of Holdings; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Lenders that are required by the Credit Agreement to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights consent to such transaction shall have consented to such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Nalco Holding CO)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges Guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon in their entirety when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the CollateralContingent Obligations) have been paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Issuing Banks have no further obligation to issue Letters of Credit, the LC Exposure has been reduced to zero or, with the consent of each affected Issuing Bank, cash collateralized pursuant to arrangements satisfactory to such Issuing Bank (which arrangements result in the release of the Lenders from their obligation to make payments in respect of LC Disbursements). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the any security interests interest granted by such Subsidiary Loan Party (or in the Collateral Equity Interests of such Subsidiary Loan Party Party) hereunder shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Borrower; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Loan Party of any Collateral that is not prohibited by permitted under the Credit Agreement (other than to a Loan Party), or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.12, the Collateral Agent shall promptly execute and deliver to any Pledgor Loan Party, at such Loan Party’s expense, all documents that such Pledgor Loan Party shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), subject to the Collateral Agent’s receipt of a certification by the Borrower and will duly assign applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and transfer the other Loan Documents and as to such Pledgor, such of the Pledged Collateral that may be in the possession of other matters as the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementmay reasonably request. Any execution and delivery of documents pursuant to this Section 5.15 7.12 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (PharMerica CORP)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon when all the occurrence of outstanding Secured Obligations under the Termination Date orLoan Documents (in each case, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated (x) obligations or liabilities under Secured Hedge Agreements not then yet due and any other payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been paid in full and the Secured Parties Lenders have no further commitment to extend lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuers thereof in each of their sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Parent Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.13, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.13 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Credit Agreement (CC Media Holdings Inc)

Termination or Release. In each case subject (a) Subject to the any applicable terms of the First Lien Intercreditor Agreements: (a) This Agreement and Agreement, this Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate when all the Revolving Loan Document Obligations and be released upon the occurrence of the Termination Date or, if any Other First Lien Term Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been indefeasibly paid in full and the Secured Parties Revolving Lenders have no further commitment to extend credit lend under any Other First Lien the Revolving Credit Agreement, the LC Exposure has been reduced to zero, the Issuing Bank has no further obligations to issue Letters of Credit under the Revolving Credit Agreement and there are no Letters of Credit outstanding (and there are no unreimbursed disbursements in respect of Letters of Credit). (b) A Subject to any applicable terms of the First Lien Intercreditor Agreement, a Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the both Credit Agreement or any Other First Lien Agreement then in effect Agreements as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Borrower; provided that the Revolving Required Lenders and the Term Loan Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (if and all rights only to the applicable portions extent required by the relevant Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in Subject to any Collateral shall automatically be releasedapplicable terms of the First Lien Intercreditor Agreement, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by the permitted under both Credit Agreement or any Other First Lien Agreement Agreements to any person a transferee that is not a PledgorGrantor, (ii) or if and to the extent required pursuant to Section 9.02 of the Revolving Credit Agreement or Article IX of the Term Loan Agreement, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral, the security interest in such Collateral shall be automatically released. For the avoidance of doubt, for purposes of this Section 7.13(c), the term “Collateral” shall include any assets of any Loan Party upon which a Lien is granted pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of other Security Document to secure any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor AgreementSecured Obligations. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Collateral Agreement (American Axle & Manufacturing Holdings Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges Guarantees made by in this Agreement shall terminate and the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall be automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the LC Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartySubsidiary. (c) The security interests An Inactive Subsidiary shall be released from its obligations hereunder and the Security Interest in any the Collateral of such Inactive Subsidiary shall automatically be released, all without released upon the delivery of any instrument or performance of any act notice by any party, the Borrower to the Collateral Agent that such Subsidiary meets the criteria for an Inactive Subsidiary. (id) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Agreement, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.13, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (US Oncology Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by pledge of Pledged Securities shall continue in effect (notwithstanding the Pledgors herein fact that from time to time there may be no Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralfor which no claim has been made) have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Agents or the Lenders which would give rise to any Obligations are outstanding. Upon payment in full in cash of the outstanding Obligations and the Secured Parties have no further commitment expiration or termination of the Commitments, the security interest granted hereby shall terminate and all rights to extend credit under the Collateral shall revert to the Pledgors or any Other First Lien Agreementother Person entitled thereto. Upon such termination, the Administrative Agent will authorize the filing of appropriate UCC termination statements to terminate such security interests and shall, at the expense of the Pledgors, execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence the termination of such security interests or the release of such Collateral, as applicable. (b) A Subsidiary Loan Party Pledgor shall automatically be released from its obligations hereunder and the security interests in pledge of the Collateral of such Subsidiary Loan Party Pledgor shall be automatically released upon in the consummation event that all of any transaction the capital stock of such Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not prohibited an Affiliate of the Parent Borrower in accordance with the terms of the Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer, or other disposition (to the extent required by the Credit Agreement or any Other First Lien Agreement then in effect as a result Agreement) and the terms of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited permitted under the Credit Agreement; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement Agreement) and the terms of such consent did not provide otherwise, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to of the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.02 of the Credit Agreement and Agreement, the security interest in such Collateral shall be automatically released. (d) If any equivalent provision of any Other the 2004 Notes First Lien Agreement Collateral (as defined in each casethe Intercreditor Agreement) shall become subject to the release provisions set forth in Section 5.1(c) of the Intercreditor Agreement, such Collateral shall be automatically released from the Security Interest to the extent required thereby) or (iii) as otherwise may be provided in any applicable Section 5.1(c) of the Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) above, the Collateral Agent shall execute and deliver to any Pledgor the Grantors, at the Grantors’ expense, all UCC termination statements and similar documents that such Pledgor which the Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of termination statements or release documents pursuant to this Section 5.15 14 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Canadian Pledge Agreement (Pliant Corp)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Note Obligations (other than contingent indemnity or unliquidated expense reimbursement obligations or liabilities not then due in respect of which no claim has been made) have been defeased in accordance with its terms and any other obligations that, by requirements set forth in the terms of any Other First Lien Agreements, Note Documents then effective are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementsatisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which if such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights guarantee pursuant to the applicable portions Section 11.04 of the Collateral shall revert to such Subsidiary Loan PartyIndenture. (cd) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited permitted under the Note Documents (to the extent the release of such Collateral following such sale is permitted by the Credit Agreement Note Documents), or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Note Documents, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including including, without limitation, Uniform Commercial Code termination statements), ) and will duly assign and transfer to such Pledgor, Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of an Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Collateral Agreement (Verso Paper Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges Guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the LC Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) The Guarantees made herein, the Security Interest and all other security interests granted hereby shall be released at any time when (i) if both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 (in each case, with stable outlook) or better, or, if only one rating agency shall have a Credit Rating then in effect, the Credit Rating from such rating agency is BBB- or Baa3 (in each case with stable outlook) or better, (ii) no Default has occurred and is continuing or would result from such release (including as a result of the Subsidiary Parties ceasing to be Loan Parties) and (iii) the Collateral Agent shall have received a certificate from a Financial Officer confirming that the conditions described in clauses (i) and (ii) of this paragraph (b) are satisfied. (c) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyConsolidated Subsidiary. (cd) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement other transfer to any person that is not a PledgorLoan Party), (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 5.157.13, the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Limited Brands Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien with respect to all Secured Obligations are outstanding on the Termination Datewhen all Obligations (excluding contingent obligations as to which no claim has been made, the date when any Other First Lien Designated Hedge Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the CollateralDesignated Cash Management Services Obligations) have been paid in full full, all Commitments have terminated and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementLetter of Credit shall be outstanding. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Guarantor Subsidiary Loan Party shall be automatically released upon in the consummation circumstances set forth in Section 9.8(d) of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests Security Interest in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of in the circumstances set forth in Section 9.18 9.8(d) of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorAgreement. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hd) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.15Section, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 6.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (e) At any release pursuant to this Section 5.15, time that any Grantor desires that the Pledgors shall be permitted to Collateral Agent take any action described in connection therewith consistent with paragraph (d) of this Section, such release includingGrantor shall, without limitationupon request of the Collateral Agent, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, deliver to the Collateral Agent a certificate of an Authorized Officer of the Borrower certifying that the release of the applicable Collateral is permitted pursuant to paragraph (a), (b) or (c) of this Section. The Collateral Agent shall execute, deliver or acknowledge such instruments or releases have no liability whatsoever to evidence any Secured Party as the result of any release of any Collateral by it as permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by (or which the Collateral Agent (and its representatives and counselin good faith believes to be permitted) in connection with the execution and delivery of such release documents or instrumentsby this Section 6.13.

Appears in 1 contract

Sources: Abl Pledge and Security Agreement (Entegris Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the first date when any Other First Lien all the Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure and CL Exposure each has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of CAC (or after the Borrower or otherwise becomes an Excluded Subsidiary or ceases Restructuring Date, of the Term Borrower); PROVIDED that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Guarantor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a PledgorGuarantor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Guarantor, at such Guarantor's expense, all documents that such Pledgor Guarantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Celanese CORP)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges and guarantees made by herein, the Pledgors herein Liens in the Pledged Collateral created hereby and all other security interests granted by the Pledgors hereby hereby, shall automatically terminate and and/or be released (i) upon the occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when any all such Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Pledged Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the The security interests interest in the Pledged Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor Holdings of any Pledged Collateral that is not prohibited permitted by the Credit Agreement or any and each Other First Lien Agreement then in effect to any person that is not Holdings or a PledgorPledgor (as defined in the Collateral Agreement), (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Pledged Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any each applicable Other First Lien Agreement (in each case, to the extent required thereby) ), or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to this Section 5.156.15, the Collateral Agent shall execute and deliver to any Pledgor Holdings all documents that such Pledgor Holdings shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such PledgorHoldings, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 6.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.156.15, the Pledgors Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerBorrower pursuant to this Section 6.15, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. The Pledgors agree Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Holdings Guarantee and Pledge Agreement (Hospitality Distribution Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien outstanding Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is cash collateralized or subject to a backstop letter of credit reasonably satisfactory to the Administrative Agent and the LC Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases Borrower; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Agreement, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Security Agreement (Transcultural Health Develpment, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by hereunder shall terminate when all the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due the DVA Obligations and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination than inchoate indemnification and release of the Collateralreimbursement obligations) have been indefeasibly paid in full and the Secured Parties full, Lenders have no further commitment to extend credit lend, the LC Exposure has been reduced to zero and the Issuing Bank has no further commitment to issue Letters of Credit under any Other First Lien the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Pledgors, at the Pledgors’ expense, all Uniform Commercial Code termination statements and similar documents which the Pledgors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent. (b) A Pledgor which is a Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Pledgor shall be automatically released upon in the consummation event that all the capital stock of any transaction such Pledgor shall be sold, transferred or otherwise disposed of to a Person that is not prohibited by an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; provided that if the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases so requires, the Lenders shall have consented pursuant to be a Subsidiary Section 9.02 of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert Credit Agreement to such Subsidiary Loan Partysale, transfer or other disposition and the terms of such consent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person Person that is not a Pledgor, (ii) or, upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 9.02(b) of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each caseAgreement, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgorreleased. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Pledge Agreement (Advance Auto Parts Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released with respect to all Obligations (i) upon commencement of a Covenant Suspension Period, to the occurrence extent that any Liens securing any Indebtedness described in Section 6.5(h) of the Termination Date orCredit Agreement are released substantially concurrently therewith (or at such later time as such Liens securing such Indebtedness are released), if any Other First Lien Obligations are outstanding on and (ii) upon termination of the Termination Date, the date when any Other First Lien Commitments and payment in full of all Obligations (other than Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent or unliquidated obligations or liabilities not then due with respect to which no claim for reimbursement has been made, and any other obligations that, by the terms than Letters of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) Credit that have been paid in full cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Secured Parties Lead Borrower or with respect to which other arrangements have no further commitment been made that are satisfactory to extend credit under any Other First Lien Agreementthe applicable Issuing Bank). (b) A Subsidiary Loan Party Grantor (other than a Borrower) shall automatically be released from its obligations hereunder in accordance with, and to the security interests in the Collateral extent provided by, Section 9.17 of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests interest granted hereunder by any Grantor in any Collateral shall be automatically released and the license granted in Section 4.03 shall be released, all without delivery of any instrument or performance of any act by any party, automatically terminated with respect to such Collateral (i) upon at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person that is not other than a PledgorGrantor, (ii) upon subject to Section 9.2 of the effectiveness of any written consent to Credit Agreement, if the release of the such security interest granted hereby is approved, authorized or ratified in such Collateral pursuant to Section 9.08 of writing by the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) Required Lenders or (iii) as otherwise may be provided in any applicable Intercreditor Agreementupon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.155.12, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents and take all such further actions that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action each case in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection accordance with the execution terms of Article VIII and delivery of such release documents or instruments.Section 9.17

Appears in 1 contract

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement All pledges, security interests and Liens created hereunder and under the pledges made by Other Security Documents shall be automatically released when (i) the Pledgors herein principal of all Loans, all accrued interest and fees and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by owing under the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) Credit Agreement have been paid in full full, and (ii) the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations as a Grantor or Guarantor hereunder and the under each Other Security Document, and all pledges hereunder or under any Other Security Document of and security interests created hereunder or under any Other Security Document in the Collateral of such Subsidiary Loan Party shall be automatically released released, upon the consummation of any transaction not prohibited permitted by this Agreement and the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of Subsidiary; provided that any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert consent to such Subsidiary Loan Partytransaction required by the Credit Agreement shall have been obtained and the terms of such consent shall not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under this Agreement and the Credit Agreement or by any Other First Lien Agreement Grantor to any person that is not Person other than the Company or a PledgorSubsidiary, (ii) or upon the effectiveness of any written consent to the release of the any pledge or security interest granted created hereby or by any Other Security Document in such respect of any Collateral pursuant to Section 9.08 and in accordance with the requirements of the Credit Agreement Agreement, all pledges, security interests and any equivalent provision of Liens created hereunder or under any Other First Lien Agreement (Security Document of, in each case, to the extent required thereby) or (iii) as otherwise may on such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]Upon any sale of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 6.06(f) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.06(e) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b), (c) or (d) above, the Collateral Agent shall execute and deliver to any Pledgor each applicable Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 shall be made without recourse to or representation or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15Notwithstanding paragraph (b) or (c) above, in the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt case of any necessary or proper instruments Lien on any Equity Interests in an entity organized under the laws of terminationa jurisdiction outside the United States of America, satisfaction or release prepared by the Borrower, such Lien shall not be released until the Collateral Agent shall execute, deliver or acknowledge executes and delivers to the applicable Grantor a written consent to such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreementrelease. The Pledgors agree Collateral Agent agrees to pay all reasonable execute and documented out-of-pocket expenses incurred deliver any such written consent required by the Collateral Agent (and its representatives and counsel) immediately preceding sentence that is requested by the applicable Grantor in connection with the execution consummation of any transaction permitted by this Agreement and delivery the Credit Agreements. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor that (i) is on terms that represent the transfer of the greater part of the economic value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative Agent designating such release documents transfer as a Sale for purposes of Section 6.06, (ii) constitutes a Sale under Section 6.06, or instruments(iii) does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness.

Appears in 1 contract

Sources: Second Lien Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the guarantees made herein, the pledges made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Loan Document Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateralliabilities) have been paid in full in cash or immediately available funds and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien either Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Revolving Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the each Credit Agreement or any Other First Lien Agreement then in effect Agreement, as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower Company or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under Guarantor; provided that the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights Term Required Lenders and/or the Revolving Required Lenders shall have consented to such transaction (to the applicable portions extent such consents are required by the Credit Agreements) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the permitted under each Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to the respective terms of Section 9.08 of each Credit Agreement, the Credit Agreement and any equivalent provision of any Other First Lien Agreement (security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release; provided, and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent shall not be required to take any action under this Section 7.15(d) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and has not theretofore been sold (ii) a certificate of a Responsible Officer of the Company or otherwise applied such Pledgor certifying that the transaction giving rise to such termination or released pursuant to this Agreementrelease is permitted by each Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: First Lien Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the L/C Obligations have been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party (other than the Additional Borrower) shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of Subsidiary, provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Majority Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or other transfer to a Borrower or any Other First Lien Agreement to any person that is not a PledgorSubsidiary), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 subsection 11.1A of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.14, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.14 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Harman International Industries Inc /De/)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence all of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Secured Obligations (other than contingent or unliquidated obligations or liabilities (x) (i) Cash Management Obligations and (ii) Secured Obligations under Secured Hedge Agreements not then yet due and any other payable, and (y) contingent obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have having been paid in full full, all Letters of Credit having been Cash Collateralized or otherwise backstopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementAggregate Commitments having expired or having been terminated. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and Subject to the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary terms of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee ABL Intercreditor Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor Holdings of any Pledged Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Pledged Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable required pursuant to the terms of the ABL Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (hc) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.155.12, the Collateral Administrative Agent shall execute and deliver to any Pledgor Holdings, at Holdings’ expense, all documents that such Pledgor Holdings shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by Holdings to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 5.12 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Credit Agreement (Campbell Alliance Group Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Loan Document Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be have been indefeasibly paid in full prior to termination and release of the Collateral) have been paid in full cash and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of Holdings; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent such consent is required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by permitted under the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.157.15, the Collateral Agent shall execute and deliver to any Pledgor Pledgor, at such Pledgor's, expense all documents that such Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Nalco Energy Services Equatorial Guinea LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released with respect to all Secured Obligations when the Termination Conditions have been satisfied. (i) Any Grantor’s obligations hereunder and all Security Interest in and Lien on its Collateral granted by such Grantor shall automatically be released upon the occurrence of the Termination Date or, a Guarantee Release Event with respect to such Grantor or if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or Grantor is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral its Guaranty pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First (ii) the Security Interest in and Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in on any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released in upon the occurrence of any of the circumstances set forth a Lien Release Event or otherwise in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorCredit Agreement. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or paragraph (b) above, the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release and take all other actions (including Uniform Commercial Code return of any pledged collateral) reasonably requested by any Grantor, at such Grantor’s expense, in connection with such release, including the preparation and filing of any UCC amendment or termination statements), and will duly assign and transfer statements with respect to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 6.12 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (d) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request form the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to this Section 5.15paragraph (a) or (b) above, whereupon the Pledgors shall be permitted to take any action Collateral Agent shall, upon such Grantor’s sole cost and expense, execute and deliver such acknowledgments and releases as such Grantor may reasonably request in connection therewith consistent with such release including(which shall be conditional upon the occurrence of such transaction or event, without limitation, if applicable). The Collateral Agent shall be entitled to and shall rely exclusively on such officer’s certificate. The Collateral Agent shall have no liability whatsoever to any Secured Party as the filing of Uniform Commercial Code termination statements. Upon the receipt result of any necessary release of Collateral by it as permitted (or proper instruments of termination, satisfaction or release prepared by the Borrower, which the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted in good faith believes to be permitted) by this Section 6.12. Notwithstanding anything to the contrary in any Loan Document, the Liens granted hereunder will automatically be released pursuant to this as set forth in Section 10.11 of the Credit Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Abl Security Agreement (Petco Health & Wellness Company, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence all of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Secured Obligations (other than contingent or unliquidated obligations or liabilities (x) (i) Cash Management Obligations and (ii) Secured Obligations under Secured Hedge Agreements not then yet due and any other payable, and (y) contingent obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have having been paid in full full, all Letters of Credit having been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Secured Parties have no further commitment to extend credit under any Other First Lien AgreementAggregate Commitments having expired or having been terminated. (b) A Subsidiary Loan Party Grantor (other than the Parent Borrower) shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Grantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Grantor ceases to be a Subsidiary of the Parent Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (but only if and all rights to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery Subject to the terms of any instrument or performance of any act by any partythe ABL Intercreditor Agreement, (i) upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable required pursuant to the terms of the ABL Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.12, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.12 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Credit Agreement (Campbell Alliance Group Inc)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges Guaranties made by herein shall terminate with respect to all Obligations when all the Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien outstanding Obligations are outstanding on the Termination Date, the date when any Other First Lien Obligations (other than contingent or unliquidated obligations or liabilities not then due and any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Collateral) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend credit lend under any Other First Lien the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of Parent; provided that the Borrower or otherwise becomes an Excluded Subsidiary or ceases Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the Credit Agreement or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), the Collateral Administrative Agent shall execute and deliver to any Pledgor Guarantor, at such Guarantor’s expense, all documents that such Pledgor Guarantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 4.13 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with . (d) Notwithstanding anything to the contrary set forth herein or in any release pursuant other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to this Section 5.15, the Pledgors shall be permitted to take extent that any action in connection therewith consistent Permitted Intercompany Transfer has occurred (or will occur concurrently with such release includingdescribed in the Credit Agreement), without limitationany Other Parent Guarantor, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of terminationParent and Foreign Holdings, satisfaction or release prepared by the Borroweras applicable, the Collateral Agent shall execute, deliver or acknowledge be automatically released from their respective obligations hereunder. (e) A Guarantor (other than Holdings) shall automatically be released from its obligations hereunder if such instruments or releases to evidence the release of any Collateral permitted Guarantor ceases to be released a Material Domestic Subsidiary pursuant to this the terms of the Credit Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Guaranty (Freescale Semiconductor Holdings I, Ltd.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon when all the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Secured Obligations (other than contingent or unliquidated obligations or liabilities Secured Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not then yet due and any other obligations that, payable (to the extent permitted by the terms of any Other First Lien Agreements, are thereof) and contingent indemnification obligations not required to be paid in full prior to termination yet accrued and release of the Collateralpayable) have been indefeasibly paid in full and the Secured Parties Lenders have no further commitment to extend lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under any Other First Lien the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan PartyBorrower. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement Agreement, or any Other First Lien Agreement to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to NEWYORK 8663622 (2K) the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), (b) or (c), the Collateral Agent shall promptly execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents (including relevant certificates, securities and other instruments) that such Pledgor Grantor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementrelease. Any execution and delivery of documents pursuant to this Section 5.15 7.13 shall be made without recourse to or warranty by the Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). In connection with The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13. (f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Section 5.15Agreement only to the extent that, and for so long as, the Pledgors other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall be permitted to take any action in connection therewith consistent with such release including, without limitation, not require the filing of Uniform Commercial Code termination statements. Upon the receipt consent of any necessary Hedge Bank or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsCash Management Bank.

Appears in 1 contract

Sources: Credit Agreement (Bloomin' Brands, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Agreement, the pledges made by the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence termination of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date when any Other First Lien Aggregate Commitments and payment in full of all Obligations (other than contingent (i) obligations under Treasury Services Agreements or unliquidated obligations or liabilities under Secured Hedge Agreements not then yet due and any payable and (ii) contingent obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other obligations that, by than Letters of Credit in which the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release Outstanding Amount of the Collateral) L/C Obligations related thereto have been paid Cash Collateralized or otherwise back-stopped, including by “grandfathering” into any future credit facilities, in full and each case, on terms reasonably satisfactory to the Secured Parties have no further commitment to extend credit under any Other First Lien Agreementrelevant L/C Issuer in its reasonable discretion). (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Parent Borrower or otherwise becomes an Excluded Subsidiary or ceases Subsidiary; provided that the Required Lenders shall have consented to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any party, such transaction (if and all rights to the applicable portions extent required by the Credit Agreement) and the terms of the Collateral shall revert to such Subsidiary Loan Partyconsent did not provide otherwise. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon Upon any sale or other transfer by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Credit Agreement (other than a sale or any Other First Lien Agreement transfer to any person that is not a Pledgoranother Loan Party), (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Section 9.08 10.01 of the Credit Agreement and any equivalent provision of any Other First Lien Agreement (Agreement, the security interest in each case, to the extent required thereby) or (iii) as otherwise may such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing the Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.156.11, the Collateral Administrative Agent shall execute and deliver to any Pledgor Grantor, at such Grantor’s expense, all documents that such Pledgor Grantor shall reasonably request to evidence such termination or release (and shall perform such other actions reasonably requested by such Grantor to effect such release, including Uniform Commercial Code termination statements)delivery of certificates, securities and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreementinstruments. Any execution and delivery of documents pursuant to this Section 5.15 6.11 shall be made without recourse to or warranty by the Collateral Administrative Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Appears in 1 contract

Sources: Security Agreement (TC3 Health, Inc.)