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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [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 Issuer, 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 the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby (i) shall automatically terminate when all the Obligations have been paid in full (except for contingent indemnity obligations not then due), the Lenders have no further commitment to lend under the Credit Agreement or to issue or participate in Letters of Credit and the LC Exposure has been reduced to zero (at which time the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor’s expense, all UCC termination statements or their equivalent in any other jurisdiction and other documents which such Pledgor shall reasonably request to evidence such termination) and (ii) to the extent permitted by applicable law shall continue to be released effective or shall be reinstated, as the case may be, if at any time any payment in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon any bankruptcy or reorganization of any Pledgor or otherwise. Any execution and delivery of termination statements or documents pursuant to this Section 12(a) shall be without recourse to or warranty by the occurrence of the Termination Date. (b) Collateral Agent. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests Security Interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon in the consummation event that the Equity Interests of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases shall be sold, transferred or otherwise disposed of to be a Person that is not an Affiliate of Borrower such that such Person is no longer a Subsidiary of Borrower in accordance with the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenture, all without delivery 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 Guarantoreach Loan Document. (cb) 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 Securities Collateral that is not prohibited by the Notes Indenture permitted under each Loan Document 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 interests granted hereby in such any Securities Collateral pursuant to Article IX Section 9.08 of the Notes IndentureCredit Agreement, to the extent required thereby or (iii) as otherwise may security interests in such Securities Collateral shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, automatically released. If the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrower so that such Pledgor is no longer a Subsidiary of the Borrower pursuant to a transaction permitted by the Credit Agreement, such Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in Article XI of the Notes Indenture under this 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 Pledgorfurther action. (f) [Reserved]. (g) [Reserved]. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b), 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 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 Issuer, 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 (Polymer Group 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 both (i) the Termination DateDate and (ii) 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 Guarantor Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Party shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture Credit Agreement or any Other First Lien Agreement as a result of which such Subsidiary Guarantor Party ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndenturePledgor, 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 GuarantorParty. (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 Notes Indenture 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, Article IX of the Notes IndentureIndenture and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby thereby), or (iii) as otherwise may be provided in the Intercreditor Agreements, the security interest in such Collateral shall be automatically released, all without delivery of any applicable Intercreditor Agreementinstrument or performance of any act by any party. (d) [Reserved]A Pledgor shall automatically be released from its Credit Agreement Secured Obligations hereunder and/or the security interests in any Collateral securing 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. (e) In additionSolely 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 released, in each case (i) solely with respect to Notes Obligations, upon the occurrence of any of the circumstances set forth in Article XI Section 11.04(a) of the Indenture or (ii) with respect to any Other First Lien Obligations, other than the Notes Indenture Obligations, upon the occurrence of any of the circumstances set forth in any equivalent provision of any applicable Other First Lien Agreement governing such 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. (f) [Reserved]If any Collateral shall become subject to the release provisions set forth in Section 2.04 of the First Lien Intercreditor Agreement, the lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein. (g) [Reserved]. (h) In connection with any termination or release pursuant to 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 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 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.157.15, 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 UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release (forms of which shall be reasonably acceptable to the Agent) prepared by the IssuerBorrowers pursuant to this Section 7.15, 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 (CAESARS ENTERTAINMENT Corp)

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 automatically terminate and be released upon automatically when all the occurrence Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Termination DateCredit Agreement. (b) A Subsidiary Guarantor Loan Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Guarantor Loan Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture Credit Agreement as a result of which such Subsidiary Guarantor Loan Party ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases Borrower; provided that the Required Lenders shall have consented to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenture, 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 Guarantorconsent 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 Notes Indenture to any person that is not a PledgorCredit Agreement, (ii) or upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Article IX Section 9.02 of the Notes IndentureCredit Agreement, to the extent required thereby or (iii) as otherwise may security interest in such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (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 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 7.13 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 Issuer, 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 (Wix Filtration Media Specialists, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement shall terminate (other than provisions hereof providing for indemnities, reimbursement obligations and similar contingent obligations) and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall be automatically terminate and be released upon the occurrence Discharge of the Termination DateTerm Obligations. (b) A Subsidiary Guarantor Grantor which was a Credit Party immediately prior to the consummation of any transaction permitted by the Term Loan Agreement shall automatically be released from its obligations hereunder and the security interests in the Collateral granted under this Agreement of such Subsidiary Guarantor Grantor shall be automatically released upon the consummation of any such transaction not prohibited permitted by the Notes Indenture Term Loan Agreement as a result of which such Subsidiary Guarantor Grantor ceases to be a Subsidiary of the Issuer Credit Party in accordance therewith; provided, that, prior or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenturesubstantially concurrently with such release, all without delivery of any instrument Liens in such Collateral granted by such Grantor as security for the Revolving Obligations, shall have been or performance of any act by any partyshall be released, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Guarantoras applicable. (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 Notes Indenture to any person a Person that is not a PledgorGrantor that is permitted under the Term Loan Agreement, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Article IX of shall be automatically released; provided that, prior or substantially concurrently with such release, all Liens in such Collateral granted by such Grantor as security for the Notes IndentureRevolving Obligations, to the extent required thereby shall have been or (iii) shall be released, as otherwise may be provided in any applicable Intercreditor Agreementapplicable. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to clause (a), (b) or (c) of this Section 5.1510, the Term Collateral Agent shall shall, execute and deliver to any Pledgor the applicable Grantor, at such Grantor’s sole expense (but without recourse or representation or warranty), 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 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 Issuer, 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 instrumentsrelease.

Appears in 1 contract

Sources: Term Loan and Guaranty Agreement (REV Group, Inc.)

Termination or Release. In each case subject to the terms of the any Intercreditor AgreementsAgreement: (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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder if (i) such Pledgor is released from its obligations under the Guarantee Agreement in accordance with Section 9.18(a)(v) of the Credit Agreement and/or (ii) the security interests Security Interest in any portion of the Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in Article XI Section 9.18(a) of the Notes Indenture without delivery Credit Agreement (other than Section 9.18(a)(v) thereof) with respect to such portion of any instrument the Collateral, in the case of each of preceding subclauses (i) and (ii), in accordance with the requirements of such Section (or performance of any act by any partyclause thereof, as applicable), and all rights to the applicable Collateral shall revert to any applicable Pledgor. (fc) [Reserved]The Security Interest in any portion of the Collateral shall be automatically released upon such portion of the Collateral becoming Excluded Property or Excluded Securities (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by a Responsible Officer of the Borrower upon its reasonable request without any further inquiry). (g) [Reserved]. (hd) 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, Pledgor any of such of the Pledged released 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 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 partial release amendments or termination statements, as applicable, in each case, as may be reasonably acceptable to the Collateral Agent 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 IssuerBorrower, 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 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 1 contract

Sources: Collateral Agreement (EDGEWELL PERSONAL CARE Co)

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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the Pledgor, as of the date when all the Obligations (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full or defeased in cash or immediately available funds and the Lenders and any applicable other Secured Parties have no further commitment to lend under the Credit Agreement, the aggregate Total 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 Pledgor shall automatically be released from its obligations hereunder and the security interests in the Collateral of the Pledgor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which the Pledgor ceases to be a Restricted 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, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgor. (i) Upon any sale or other transfer by the Pledgor of any Collateral that is not prohibited by the Credit Agreement to any person that is not a Grantor under the Collateral Agreement (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 13.1 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. (d) If any of the Collateral shall become subject to the release provision set forth in Section 2.05(b) of the Senior Lien Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (e) In respect of any assets or property constituting Collateral, such Collateral shall be released from the security interest created hereunder upon the release of the security interest in such assets or property securing any Second-Priority Lien Obligations, other than in connection with a Discharge of Second-Priority Lien Obligations. (f) [Reserved]The 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 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any at by any party, and all rights to the Collateral shall revert to the Pledgor. (g) [Reserved]. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e)of this Section 5.155.12, the Collateral Agent shall execute and deliver to any Pledgor the Pledgor, at the Pledgor’s expense, all documents that such the Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and transfer to such the Pledgor, such of the Pledged Collateral Quotas 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 paragraph (a), (b), (c), (d) or (e) of this Section 5.155.12, the Pledgors Pledgor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statementsrelease. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the IssuerBorrower, 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 or the Security Documents or the Senior Lien Intercreditor 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 (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 guarantees made by herein, the Pledgors herein Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate when all the Guaranteed Obligations have been indefeasibly paid in full in cash and be released upon the occurrence Indenture and the notes issued thereunder are discharged in accordance with Section 8.01 of the Termination DateIndenture. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary Guarantor pursuant to the terms of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (c) The security interests property and other assets included in any the Liens on the 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 securing the Notes Indenture to any person that is not a Pledgor, (ii) upon the effectiveness of any written consent to the release Obligations will be automatically and unconditionally released in accordance with Section 10.02 of the Indenture. (d) If any security interest granted hereby in any Collateral violates Section 4.13 of the Indenture, the security interest in such Collateral pursuant to Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may shall be provided in any applicable Intercreditor Agreement. (d) [Reserved]automatically released. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any Upon receipt of the circumstances set forth in Article XI documents required pursuant to Section 10.02 of the Notes Indenture without delivery of any instrument or performance of any act by any partyIndenture, and all rights to the Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) [Reserved]. (h) In in connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) 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), and will duly assign and transfer to shall assist such Pledgor, such of the Pledged Collateral that may be Pledgor 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 Issuer, 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 (Chart Industries 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 Guarantor Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Guarantor Loan Party ceases to be a Subsidiary of the Issuer Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndentureSubsidiary 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 GuarantorLoan 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 Notes Indenture 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 Article IX Section 9.08 of the Notes IndentureCredit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby required) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In additionSolely 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 shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Article XI Section 9.18 of the Notes Indenture 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) [Reserved]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 the section governing release of collateral in the applicable Other First Lien 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. (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 IssuerBorrower, 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 (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 terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically terminate and be released upon the occurrence of the Termination Date. (b) A Subject to Section 11.10 of the Credit Agreement, a Subsidiary Guarantor Party shall automatically be released from its obligations hereunder and the security interests Security Interest in the Collateral of such Subsidiary Guarantor Party shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture Credit Agreement as a result of which such Subsidiary Guarantor Party ceases to be a Restricted Subsidiary of the Issuer Borrower or otherwise becomes an Excluded Subsidiary or ceases under any other circumstance set forth in Section 9.10 of the Credit Agreement; provided that the Required Lenders shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided, further, that no such release shall occur if such Subsidiary continues to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenture, all without delivery guarantor in respect 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 GuarantorSenior Secured Notes, the Existing Senior Subordinated Notes, the Term Loan Credit Agreement or any Junior Financing with a principal amount in excess of the Threshold Amount. (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 Notes Indenture Credit Agreement (other than a sale or 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 Article IX Section 10.01 of the Notes IndentureCredit Agreement, to the extent required thereby or (iii) as otherwise may security interest in such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (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 . (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 to secure the Secured Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Agreement shall be automatically released in accordance with the terms of this Agreement and the Credit Agreement 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 or the Pledgors Credit 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 Secured Approved Counterparty on account of their Secured Obligations relating to an Secured Hedge Agreement or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Cash Management 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 (DJO Finance LLC)

Termination or Release. In each This Agreement and the Guarantees made hereunder (a) shall terminate automatically when all the Obligations (other than with respect to indemnifications that expressly survive the termination of this Agreement and the Credit Agreement and are not due and payable or reasonably foreseeable on such date) have been paid in full or collateralized in full in cash or in a manner reasonably satisfactory to the Agent or otherwise performed and the Lenders have no further commitment to lend under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case subject may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the insolvency, bankruptcy or reorganization of any Borrower, any Guarantor or otherwise. If (i) all of the Equity Interests or other securities of a Guarantor are sold, transferred or otherwise disposed of to a non-Loan Party in accordance with the terms of the Intercreditor Agreements: (a) This Credit Agreement and or pursuant to the pledges made written consent of the Required Lenders or, if required by the Pledgors herein and terms of the Credit Agreement, all other security interests granted the Lenders or (ii) a Guarantor otherwise ceases to be a Guarantor in accordance with the terms of the Credit Agreement or pursuant to the written consent of the Required Lenders or, if required by the Pledgors hereby shall automatically terminate and be released upon the occurrence terms of the Termination Date. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and Credit Agreement, all the security interests in the Collateral of Lenders, such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenture, all this Agreement without delivery of any instrument or performance of any act further action by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (h) . In connection with any termination or release pursuant to this Section 5.15of the foregoing, the Collateral Agent shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any Pledgor all documents that or instruments which such Pledgor Guarantor shall reasonably request from time to time 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 Issuer, 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 instrumentsrelease.

Appears in 1 contract

Sources: Credit Agreement (WireCo WorldGroup 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 DateCollateral Obligations have indefeasibly been paid in full. (b) A Subsidiary Upon the sale or other disposition (including by way of consolidation or merger) of a Guarantor shall automatically be released from its obligations hereunder or Grantor or the sale or disposition of all or substantially all the assets of such Guarantor or Grantor (in each case other than a sale or disposition to the Company or an Affiliate of the Company and as permitted by the security interests Indenture and if in connection therewith the Company provides an Officers' Certificate to the Collateral of such Subsidiary Guarantor shall be automatically released upon Agent to the consummation of any transaction not prohibited by effect that the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from Company will comply with its obligations under the Notes Indenture, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions Section 4.06 of the Collateral Indenture), such Guarantor or Grantor shall revert to such Subsidiary Guarantorbe deemed released from all obligations hereunder without any further action required on the part of the Trustee or any Holder. (c) The security interests in any Collateral A Guarantor or Grantor also shall automatically be released, all without delivery of any instrument or performance of any act by any party, released (i) upon any sale the designation of such Guarantor or other transfer by any Pledgor of any Collateral that is not prohibited by the Notes Indenture to any person that is not a Pledgor, Grantor as an Unrestricted Subsidiary; or (ii) upon if the effectiveness of any written consent to the release Company exercises its legal defeasance option or its covenant defeasance option as permitted by Section 8.01 of the security interest granted hereby in such Collateral pursuant to Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In additionIf any of the Collateral shall become subject to the disposition, a Pledgor shall automatically be released from its obligations hereunder and/or release or eminent domain provisions set forth in Sections 11.03, 11.04 and 11.06 of the security interests in any Indenture, such Collateral shall be automatically released upon from the occurrence of any Security Interest to the extent provided in Sections 11.03, 11.04 and 11.06 of the circumstances set forth in 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 PledgorIndenture. (f) [Reserved]. (g) [Reserved]. (he) 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 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 Issuer, 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 (International Wire Group 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 hereby shall terminate when all the monetary Obligations have been indefeasibly paid in full, the Lenders have no further commitment to lend, the LC Exposure has been reduced to zero and the Issuing Banks have no further commitment to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Pledgors, at the Pledgors' expense, all documents which the Pledgors shall reasonably request to evidence such termination. Any execution and delivery of such documents pursuant to this Section 14 shall be without recourse to or warranty by the Pledgors hereby shall automatically terminate Collateral Agent and be released shall, upon the occurrence reasonable prior request of the Termination Date. (b) Pledgors, be made prior to such termination for holding in escrow pending such termination. A Subsidiary Guarantor Pledgor shall automatically be released from its obligations hereunder and the security interests in pledge of the Collateral of such Subsidiary Guarantor Pledgor hereunder shall be automatically released upon in the consummation event that all the Equity Interests of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to Pledgor shall be a Subsidiary of the Issuer sold, transferred or otherwise becomes an Excluded Subsidiary or ceases disposed of to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 Person that is not prohibited an Affiliate of AWNA in accordance with the terms of the Credit Agreement and the other Loan Documents; provided that, if required by the Notes Indenture terms of the Credit Agreement, the Required Lenders or all the Lenders, as the case may be, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. The Pledge hereunder shall automatically terminate with respect to any person that is not a PledgorCollateral sold, (ii) upon transferred or disposed of in accordance with this Agreement and the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Credit Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [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 the Pledgors, at the Pledgors' expense, all documents that such Pledgor which the Pledgors shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)which documents shall, upon prior request of the Pledgors, be delivered prior to, and will duly assign and transfer to such Pledgorheld in escrow pending, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold sale, transfer 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 Issuer, 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 instrumentsdisposition).

Appears in 1 contract

Sources: Non Shared Collateral Pledge Agreement (Allied Waste North America Inc/De/)

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 Liens and all other security interests granted by the Pledgors created hereby shall automatically continue in effect until, and shall terminate and be released upon the occurrence of on, the Termination Date. (b) A Subsidiary Guarantor Grantor shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Guarantor Grantor shall be automatically released upon in the consummation circumstances set forth in Section 9.12 and Section 10.24 of the Credit Agreement, including, with respect to any transaction not prohibited by the Notes Indenture Subsidiary Party, as a result of any transaction permitted under the Credit Agreement pursuant to which such Subsidiary Guarantor Party ceases to be a Restricted Subsidiary of the Issuer a Borrower, or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenture, all without delivery of any instrument or performance of any act by any party, and all rights (subject to the applicable portions of the Collateral shall revert to such Excluded Subsidiary GuarantorJoinder Exception). (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 Notes Indenture 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 any Collateral as set forth in Section 9.12 or Section 10.24 of the Credit Agreement, the security interest in such Collateral pursuant to Article IX of the Notes Indenture, 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 9.12 or Section 10.24 of the Credit Agreement. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the The security interests interest in any Collateral shall be automatically released upon the occurrence of in any of the circumstances circumstance set forth in Article XI Section 9.12 or Section 10.24 of the Notes Indenture without delivery Credit Agreement or upon any release of any instrument the Lien on such Collateral in accordance with Section 9.12 or performance Section 10.24 of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorCredit Agreement. (f) [Reserved]. (g) [Reserved]. (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 Borrowers 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 Issuer, reimbursed) the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence in accordance with Section 10.04 of the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay Credit Agreement 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 the execution and delivery of such release documents or instrumentsany action contemplated by this Section 7.12.

Appears in 1 contract

Sources: Credit Agreement (Lumexa Imaging Holdings, Inc.)

Termination or Release. In each case subject to the terms of the Specified 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 in full upon the occurrence payment in full in cash or immediately available funds of the Termination DateNotes Obligations (other than contingent or unliquidated obligations or liabilities not then due). (b) A Subsidiary Guarantor Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor Loan Party ceases to be a Subsidiary of the Issuer Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 GuarantorGuarantee. (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 disposition of any Collateral to any person that is not (and is not required to become) a Pledgor in a transaction that is not prohibited by the Notes Indenture Indenture, (ii) to any person the extent that is not such Collateral comprises property leased to a Pledgor, (iiiii) upon termination or expiration of such lease, upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Article IX Section 9.01 or 11.04 of the Notes Indenture, (iv) if the release of such Lien is approved, authorized or ratified in writing by the percentage of the holders of the Notes whose consent may be required in accordance with Section 9.02 of the Notes Indenture, (iv) to the extent required thereby that the property constituting such Collateral is owned by any Pledgor, upon the release of such Pledgor from its obligations under the Guarantee in accordance with the Guarantee Agreement or (iiiv) as otherwise may be provided in any applicable the Specified Intercreditor AgreementAgreements. (d) [Reserved]. (e) In addition, a 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 Article XI Section 11.04 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. (f) [Reserved]. (g) [Reserved]. (he) 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 representation, 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 IssuerBorrower, 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: Indenture (Adtalem Global Education Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement with respect to the Collateral Agent and the pledges made by Securities Collateral granted hereby to the Pledgors herein Collateral Agent shall terminate automatically and without further action when all the Secured Obligations (other security interests granted by than (i) contingent obligations for which no claim has been made, (ii) Cash Management Obligations and (iii) obligations under Specified Swap Agreements) have been paid in full and the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination DateCredit Agreement has been terminated. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a), the Collateral Agent shall execute and deliver to any Pledgor the Pledgor, at the Pledgor’s expense, all documents that such the Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer shall deliver to such Pledgor, such the Pledgor any Securities Collateral of the Pledged Collateral that may be in the possession of Pledgor held by the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgent. Any execution and delivery of documents pursuant to this Section 5.15 11 shall be made without recourse to or warranty by the Collateral Agent. (c) If any of the Securities Collateral shall be sold, transferred or otherwise disposed of by the Pledgor in a sale, transfer or other disposition not prohibited by the Credit Agreement other than with respect to a sale, transfer or other disposition to another Pledgor, then such Securities Collateral shall be automatically and without further action released from the security interests created by this Agreement. If a Pledged Entity is disposed of pursuant to a transaction not prohibited by the Credit Agreement, becomes an Excluded Subsidiary or is otherwise released from its guarantee of the Obligations pursuant to the Credit Agreement, such Pledged Entity shall be automatically and without further action released from its obligations under this Agreement. 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 Issuereach case, the Collateral Agent Agent, at the request and sole expense of the Pledgor, shall execute, execute and deliver to the Pledgor all releases or acknowledge such instruments other documents reasonably necessary or releases to evidence desirable for the termination and release of any the Securities Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by of the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instrumentsPledgor.

Appears in 1 contract

Sources: Credit Agreement (Clarivate Analytics PLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement shall terminate (other than provisions hereof providing for indemnities, reimbursement obligations and similar contingent obligations) and the pledges made by the Pledgors herein and all other security interests granted by the Pledgors hereby shall be automatically terminate and be released upon the occurrence Discharge of the Termination DateRevolving Obligations. (b) A Subsidiary Guarantor Grantor which was a Credit Party immediately prior to the consummation of any transaction permitted by the Revolving Credit Agreement shall automatically be released from its obligations hereunder and the security interests in the Collateral granted under this Agreement of such Subsidiary Guarantor Grantor shall be automatically released upon the consummation of any such transaction not prohibited permitted by the Notes Indenture Revolving Credit Agreement as a result of which such Subsidiary Guarantor Grantor ceases to be a Subsidiary of the Issuer Credit Party in accordance therewith; provided, that, prior or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenturesubstantially concurrently with such release, all without delivery of any instrument Liens in such Collateral granted by such Grantor as security for the Term Obligations, shall have been or performance of any act by any partyshall be released, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Guarantoras applicable. (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 Notes Indenture to any person a Person that is not a PledgorGrantor that is permitted under the Revolving Credit Agreement, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Article IX of shall be automatically released; provided that, prior or substantially concurrently with such release, all Liens in such Collateral granted by such Grantor as security for the Notes IndentureTerm Obligations, to the extent required thereby shall have been or (iii) shall be released, as otherwise may be provided in any applicable Intercreditor Agreementapplicable. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to clause (a), (b) or (c) of this Section 5.1510, the Revolving Collateral Agent shall shall, execute and deliver to any Pledgor the applicable Grantor, at such Grantor’s sole expense (but without recourse or representation or warranty), 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 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 Issuer, 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 instrumentsrelease.

Appears in 1 contract

Sources: Revolving Credit and Guaranty Agreement (REV Group, Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (ai) 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 all without delivery of any instrument or performance of any act by any party, and all rights to the occurrence Collateral shall revert to the applicable Pledgors, as of the Termination Date.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; provided that, upon payment in full of the Notes Obligations, the Collateral Agent may assume that no Obligations are outstanding unless otherwise advised in writing by the Issuer; and (ii) this Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby, and all other Security Documents securing the Obligations, shall automatically terminate as of the date when the Holders of at least two thirds in aggregate principal amount of all Notes issued under the Indenture consent to the termination of this Agreement, such termination to include, without limitation, the termination of the pledge of the Pledged Collateral and the Security Interest; (b) A Subsidiary Guarantor Pledgor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Pledgor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture as a result of which such Subsidiary Guarantor Pledgor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndenturePledgor, 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 Guarantor.Pledgor; (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 Notes 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 Article IX of the Notes Indenture, to the extent required thereby security interest in such Collateral shall be automatically released, all without delivery of any instrument or (iii) as otherwise may be provided in performance of any applicable Intercreditor Agreement.act by any party; (d) [Reserved]The security interest in any Collateral (including any Mortgaged Properties) under this Agreement shall be automatically released as to all or any portion of such Collateral and Mortgaged Properties following the delivery of a Project Notice (as defined in the Credit Agreement) to the First Lien Agent that is applicable to all or such portion of the Collateral and Mortgaged Property, in each case upon the release of the security interest securing the Senior Lender Claims in such Collateral or Mortgaged Properties. (e) In addition, a A Subsidiary 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 Article XI Section 11.04 of the Notes Indenture Indenture, 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 Subsidiary Pledgor.; (f) [Reserved]If any of the Collateral shall become subject to the release provisions set forth in Section 5.1 of the Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (g) [Reserved]. (h) In connection with any termination or release pursuant to this Section 5.157.15 or Section 11.04(a) of the Indenture, 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 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 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.157.15, 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 UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of 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 (Gnoc Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a1) 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 the occurrence of the Termination Date. (b2) A Grantor that is a Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Grantor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture or this Agreement, as applicable, as a result of which such Subsidiary Guarantor Grantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (c3) 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 Notes Indenture or this Agreement, as applicable, to any 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may security interest in such Collateral shall be provided in any applicable Intercreditor Agreementautomatically released. (d4) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or The guarantees granted herein and the security interests in any the Collateral granted herein (except with respect to the MYT Account, in the case of subclause (ii) of this clause (4)) shall be automatically released upon the earlier to occur of (i) the provision of MYT Alternate Security or (ii) the occurrence of any a MYT Deposit Event. For the avoidance of doubt, upon the occurrence of the circumstances set forth MYT Reorganization, all covenants, promises and agreements by or on behalf of any Grantor that is not a surviving entity in Article XI the MYT Reorganization that are contained in this Agreement shall bind and inure to the benefit of the Notes Indenture without delivery surviving entities of any instrument the MYT Reorganization). For the avoidance of doubt, upon the earlier to occur of (i) the provision of MYT Alternate Security or performance (ii) the occurrence of any act by any partya MYT Deposit Event, and all rights to the Collateral Equity Interests of NMG German GmbH shall revert to any applicable Pledgorbe automatically released. (f5) [Reserved]Notwithstanding anything to the contrary contained herein or in any other Notes Document, this Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate upon the receipt of the Collateral Agent and/or Trustee of proceeds or other payments pursuant to the terms of this Agreement in an aggregate amount equal to the Guarantee Cap. (g) [Reserved]. (h6) In connection with any termination or release pursuant to paragraph (1) through (5) 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 shall Grantor reasonably request requests to evidence such termination or release (including Uniform Commercial Code UCC termination statements), ) and will duly assign and transfer to such Pledgor, Grantor 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 will not be required to take any action under this Section 7.15(6) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of an Officer of the Issuer certifying that the transaction giving rise to such termination or release is permitted by the Indenture or this Agreement, as applicable, and was or is consummated in compliance with the Notes 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 Issuer, 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 (Neiman Marcus Group LTD LLC)

Termination or Release. In each case subject to the terms of the any applicable Intercreditor AgreementsAgreement: (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 in accordance with Section 9.16(b)(i) of the Termination Date. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Credit Agreement. (di) [Reserved]. (e) In addition, a A Pledgor shall automatically be released from its obligations hereunder if such Pledgor is released from its obligations under the Guarantee Agreement in accordance with Section 9.16(c) of the Credit Agreement and/or (ii) the security interests interest in any portion of the Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in Article XI Section 9.16(b)(ii) through (vi) and Section 9.16(d) of the Notes Indenture without delivery Credit Agreement with respect to such portion of any instrument the Collateral, in the case of each of preceding clauses (i) and (ii), in accordance with the requirements of such Section (or performance of any act by any partyclause thereof, as applicable), and all rights to the applicable Collateral shall revert to any applicable Pledgor. (fc) [Reservedreserved]. (g) [Reserved]. (hd) 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, any of such of the Pledged released 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 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 partial release amendments or termination statements, as applicable, in each case, as may be reasonably acceptable to the Collateral Agent 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 IssuerBorrower, 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 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 1 contract

Sources: Credit Agreement (Iac/Interactivecorp)

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 Guarantee shall automatically terminate and be released upon the occurrence of on the Termination Date. (bi) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited (x) with respect to the Obligations, permitted by the Notes Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or and (y) with respect to any Additional Second Lien Obligations under any Additional Second Lien Agreements, permitted by such Additional Second Lien Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under guarantor thereunder; provided that (A) in the Notes Indenturecase of clause (x) above, all without delivery of any instrument or performance of any act by any party, and all rights the requisite lenders shall have consented to such transaction (to the applicable portions extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (B) in case of clause (y) above the Collateral requisite holders or lenders of such Additional Second Lien Obligations shall revert have consented to such Subsidiary Guarantor. transaction (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 to the extent required by the Notes Indenture to any person that is applicable Additional Second Lien Agreement) and the terms of such consent did not a Pledgorprovide otherwise, (ii) upon Holdings (or the effectiveness of any written consent to previous New Holdings, as the release of the security interest granted hereby in such Collateral pursuant to Article IX of the Notes Indenture, to the extent required thereby or (iiicase may be) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any a Holdings Termination Event and/or in accordance with the formation or acquisition of a New Holdings, in each case, that satisfies the circumstances conditions set forth in Article XI (x) with respect to the Obligations, the Credit Agreement and (y) with respect to any Additional Second Lien Obligations under any Additional Second Lien Agreement, such Additional Second Lien Agreement and (iii) any Guarantee shall be automatically be released in accordance with Section 13.17 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 PledgorCredit Agreement. (f) [Reserved]. (g) [Reserved]. (hc) In connection with any termination or release pursuant to this Section 5.15release, the Second Lien 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 25 shall be made without recourse to or warranty by the Second Lien 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 Issuer, 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: Second Lien Guarantee (Grocery Outlet Holding Corp.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement Mortgage and the pledges made by the Pledgors herein Liens and all other security interests granted by the Pledgors hereby Mortgagor shall automatically terminate and be released upon the occurrence of the Termination Date. (b) A Subsidiary Guarantor [Mortgagor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Mortgaged Property shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture Credit Agreement as a result of which such Subsidiary Guarantor Mortgagor ceases to be a Subsidiary of the Issuer Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndentureGuarantee, 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 Guarantor.party.]2 (c) The security interests in any Collateral the Mortgaged Property 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 thereof by any Pledgor of any Collateral Mortgagor that is not prohibited by the Notes Indenture Credit Agreement 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 Mortgaged Property pursuant to Article IX Section 9.08 of the Notes Indenture, Credit Agreement (to the extent required thereby required), all without delivery of any instrument or performance of any act by any party or (iii) as otherwise may be provided in any applicable the Intercreditor AgreementAgreements. (d) [Reserved.]. (e) In addition, a Pledgor Mortgagor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral the Mortgaged Property shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Article XI Section 9.18 of the Notes Indenture Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral Mortgaged Property shall revert to any applicable PledgorMortgagor. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to this Section 5.157.7, the Collateral Agent Mortgagee shall execute and deliver to any Pledgor Mortgagor all documents that such Pledgor Mortgagor shall reasonably request to evidence such termination or release (including Uniform Commercial Code including, without limitation, mortgagee releases or UCC termination statements), and will duly assign and transfer to such PledgorMortgagor, such of the Pledged Collateral Mortgaged Property that may be in the possession of the Collateral Agent Mortgagee and has not theretofore been sold or otherwise applied or released pursuant to this AgreementMortgage. Any execution and delivery of documents pursuant to this Section 5.15 7.7 shall be made without recourse to or warranty by the Collateral AgentMortgagee. In connection with any termination or release pursuant to this Section 5.157.7, the Pledgors Mortgagor shall be permitted to take any action in connection therewith consistent with such release 2 NTD: To be included if Mortgagor is a Subsidiary Loan Party. including, without limitation, the filing of Uniform Commercial Code mortgage releases or UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the IssuerMortgagor, the Collateral Agent Mortgagee shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral Mortgaged Property permitted to be released pursuant to this AgreementMortgage. The Pledgors agree Mortgagor agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent Mortgagee (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 (Sprouts Farmers Markets, LLC)

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 Securities Obligations (including without limitation foreign security documents), shall automatically terminate and and/or be released upon the occurrence of the Termination Date. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the applicable PledgorPledgors, as of the Termination Date. (fb) [Reserved]A Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Subsidiary or otherwise ceases to be a Pledgor, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Guarantor. (gi) [Reserved]Upon any sale or other transfer by any Pledgor of any Collateral that is permitted by the Indenture to any person that is not a Pledgor or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 and 11.08 of the Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (hd) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.158.16, 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 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 8.16 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) or (c) 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 Issuer, 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 (Aeroways, LLC)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and Subject to 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 last sentence of the Termination Datedefinition of “Secured Obligations”, this Agreement shall continue in effect until, and shall terminate upon, the termination of the aggregate Commitments and payment in full of all Secured Obligations (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the extent not currently due). (b) A Subsidiary Guarantor Grantor shall automatically be released from its obligations hereunder and the security interests created hereunder in the Collateral of such Subsidiary Guarantor Grantor shall be automatically released upon in the consummation circumstances set forth in Section 9.08 of the Credit Agreement, including, with respect to any transaction not prohibited by the Notes Indenture Guarantor, as a result of any transaction permitted under the Credit Agreement pursuant to which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 GuarantorCompany. (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 Notes Indenture 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 any Collateral as set forth in Section 9.08 of the Credit Agreement, the security interest in such Collateral pursuant to Article IX of the Notes Indenture, 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 in 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 9.08 of the Credit Agreement. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the The security interests interest in any Collateral shall be automatically released upon the occurrence of in any of the circumstances circumstance set forth in Article XI Section 9.08 of the Notes Indenture without delivery Credit Agreement that provides for such release or upon any release of any instrument or performance the Lien on such Collateral in accordance with Section 9.08 of any act by any party, and all rights to the Collateral shall revert to any applicable PledgorCredit Agreement. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to this Section 5.157.11(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 7.11 shall be made without recourse to or representation or warranty by the Collateral AgentAgent or any other Secured Party. In connection with any release pursuant to this Without limiting the provisions of Section 5.157.9, the Pledgors Company 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 Issuer, reimbursed) the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence in accordance with Section 9.04 of the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay Credit Agreement 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 the execution and delivery of such release documents or instrumentsany action contemplated by this Section 7.11.

Appears in 1 contract

Sources: Collateral Agreement (CSRA Inc.)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges made Security Interest granted hereby (i) shall terminate when the Discharge of Obligations shall have occurred (at which time the Collateral Agent shall as promptly as reasonably practicable execute and deliver to each Pledgor, at such Pledgor’s expense, all UCC termination statements and other documents which such Pledgor shall reasonably request to evidence such termination) and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment in respect of any Obligation or any other Secured Obligation is rescinded or must otherwise be restored by any Secured Party upon any bankruptcy or reorganization of any Pledgor or otherwise. Any execution and delivery of termination statements or documents pursuant to this Section 23(a) shall be without recourse to or warranty 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 DateCollateral Agent. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 Notes Indenture Credit Agreement to any person Person that is not a Pledgor, (ii) upon release of a Guarantor from its obligations under the Guarantee Agreement and the consequent release of the security interest granted hereby by such Guarantor in any Collateral pursuant to Section 5.14 of the Credit Agreement, or (iii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Article IX Section 9.08 of the Notes IndentureCredit Agreement, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral shall be automatically released upon and, if applicable, the occurrence relevant Guarantor shall be automatically released from its obligations hereunder, in each case without further action. If the capital stock of any a Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of Borrower so that such Pledgor is no longer a Subsidiary of Borrower pursuant to a transaction permitted by Section 6.05 of the circumstances set forth in Article XI of the Notes Indenture Credit Agreement, such Pledgor shall be automatically released from its obligations under this 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 Pledgorfurther action. (f) [Reserved]. (g) [Reserved]. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b), the Collateral Agent shall as promptly as reasonably practicable 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 23 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 Issuer, 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 (Lifepoint Health, 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 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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the applicable Pledgors, 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. (b) 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 any Credit Document as a result of 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 all 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 such Subsidiary Party. (i) 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 9.02 of the Indenture and any equivalent provision of each applicable Pledgorother 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 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 respect of any assets or property constituting Collateral, such Collateral shall be released from the security interest created hereunder upon (i) the release of the security interest in such assets or property securing any Junior-Priority Lien Obligations, other than in connection with a Discharge of Junior-Priority Lien Obligations or (ii) the release of the security interest in such assets or property securing any First-Priority Lien Obligations, other than in connection with a Discharge of First-Priority Lien Obligations. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) 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), (d) or (e) 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 Issuer, 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 or the Security Documents or the Senior Lien Intercreditor Agreement or Priority Lien Intercreditor 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 (EP Energy Corp)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement and the pledges Guarantees made in this Agreement shall terminate and any Liens held by the Pledgors herein Collateral Agent or any Secured Parties in the Collateral and all other security interests granted hereby or by and other Note Document shall be automatically released when all the Pledgors hereby shall automatically terminate Note Obligations (other than contingent obligations not yet due) have been paid in full, converted to Equity Interests in Holdings, or otherwise fully terminated and be released upon the occurrence of the Termination Datereleased. (b) A Subsidiary Person which was a Note Party, Grantor and/or Guarantor immediately prior to the consummation of any transaction permitted by the Note Purchase Agreement shall automatically be released from its obligations hereunder and the security interests Liens held by the Collateral Agent or any Secured Parties in the Collateral of such Subsidiary Guarantor Person and all other security interests granted hereby or by any other Note Document in the assets or property of such Person shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture Note Purchase Agreement as a result of which such Subsidiary Guarantor Person ceases to be a Subsidiary of the Issuer Note Party, Grantor or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 (including, without limitation, any Disposition) by any Pledgor Grantor of any Collateral that is not prohibited by permitted under the Notes Indenture to any person that is not a PledgorNote Purchase Agreement, (ii) the consummation of any transaction that is permitted under the Note Purchase Agreement and pursuant to which any Collateral ceases to constitute Collateral, and/or (iii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Article IX in accordance with Section 13.03 of the Notes IndentureNote Purchase Agreement, to the extent required thereby or (iii) as otherwise may be provided then, in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In additioneach case, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral shall be automatically released upon without any further action of the occurrence of Collateral Agent, the Administrative Agent, any Holder, Holdings or any of the circumstances set forth in 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 Pledgorits Subsidiaries. (f) [Reserved]. (g) [Reserved]. (hd) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.158.12, the Collateral Agent shall execute and deliver to any Pledgor Person, at such Person’s expense, all documents that such Pledgor Person 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 its obligations or the Pledged Collateral that may be in the possession of Liens held by the Collateral Agent or any Secured Parties in the Collateral and has not theretofore been sold all other security interests granted hereby or otherwise applied or released pursuant to this Agreementby and other Note Document in the Collateral. Any execution and delivery of documents pursuant to this Section 5.15 8.12 shall be made subject to Section 12.09 of the Note Purchase Agreement and 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 Issuer, 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 (Vacasa, 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 hereby and by the Pledgors hereby other Security Documents shall automatically terminate and and/or be released upon all without delivery of any instrument or performance of any act by any party when all the occurrence Obligations (other than contingent indemnity or expense reimbursement obligations in respect of the Termination Datewhich no claim has been made) have been paid in full in cash or other immediately available funds. (b) Upon the completion of any Permitted Reflagging Transaction (as defined in the Indenture) in accordance with the Indenture (and, to the extent applicable, each Additional Secured Debt Document), the Collateral Agent will, at the written request of the Issuer, release the Security Interest in the Collateral owned by the relevant Pledgor and will release such Pledgor from its obligations hereunder. (c) In connection with any termination or release pursuant to this Section 5.16, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements). In connection with any such terminations or release, the Pledgors shall be permitted to take any action in connection therewith consistent with such termination or release including, without limitation, the filing of UCC termination statements. (d) A Subsidiary Guarantor Pledgor shall automatically be released from its obligations hereunder and the security interests Security Interests in the Collateral of such Subsidiary Guarantor Pledgor shall be automatically released upon the consummation of any transaction not prohibited permitted by the Notes Indenture (and, to the extent applicable, each Additional Secured Debt Document) as a result of which such Subsidiary Guarantor Pledgor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor Pledgor, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Pledgor. (e) Upon any sale or other transfer by any Pledgor of any Collateral that is otherwise permitted under the Indenture (and, to the extent applicable, each Additional Secured Debt Document) to any person that is not a Pledgor (including in connection with an Event of Loss), or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the Indenture (and, to the extent applicable, each Additional Secured Debt 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. (f) With respect to the Obligations securing the Notes, a Pledgor shall automatically be released from its obligations under hereunder and/or the Notes security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 11.04 of the 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 Guarantor. (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 Notes Indenture to any person that is not a applicable Pledgor, (ii) upon the effectiveness of any written consent . With respect to the release of the security interest granted hereby in such Collateral pursuant to Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in Obligations securing any applicable Intercreditor Agreement. (d) [Reserved]. (e) In additionOther Second-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 Article XI of the Notes Indenture Additional Secured Debt Document governing such 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. (f) [Reserved]. (g) [Reserved]. (h) In connection with If 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 shall become subject to this the release provisions set forth in Section 5.1 of the Intercreditor Agreement. Any execution and delivery of documents pursuant to this Section 5.15 , such Collateral shall be made without recourse automatically released from the Security Interest in such Collateral 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 Issuer, 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 instrumentsextent provided therein.

Appears in 1 contract

Sources: Second Lien Collateral Agreement (Mariner, 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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the applicable Pledgors, 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. (b) 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 any Credit Document as a result of 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 all 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 such Subsidiary Party. (i) 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 9.02 of the Indenture and any equivalent provision of each applicable Pledgorother 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 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 respect of any assets or property constituting Collateral, such Collateral shall be released from the security interest created hereunder upon (i) the release of the security interest in such assets or property securing any Junior-Priority Lien Obligations, other than in connection with a Discharge of Junior-Priority Lien Obligations or (ii) the release of the security interest in such assets or property securing any First-Priority Lien Obligations, other than in connection with a Discharge of First-Priority Lien Obligations. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) 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), (d) or (e) 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 Issuer, 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 or the Security Documents or the Senior Lien Intercreditor Agreement or Additional Priority Lien Intercreditor 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 (EP Energy 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 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 all without delivery of any instrument or performance of any at by any party, and all rights to the occurrence Collateral shall revert to the Pledgor, as of the Termination Datedate 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. (b) A Subsidiary Guarantor The Pledgor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor the Pledgor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture any Credit Document as a result of which such the Pledgor ceases to be a Restricted Subsidiary Guarantor or the Pledgor is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndentureGuarantor, 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the Pledgor. (fi) [Reserved]Upon any sale or other transfer by the Pledgor of any Collateral that is not prohibited by any Credit Document to any person that is not a Grantor under the Collateral Agreement (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. (gd) [Reserved]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. (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 the Pledgor, at the Pledgor’s expense, all documents that such the Pledgor shall reasonably request to evidence such termination or release (including Uniform Commercial Code termination statements)release, and will duly assign and transfer to such the Pledgor, such of the Pledged Collateral Quotas 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 paragraph (a), (b), (c) or (d) of this Section 5.155.12, the Pledgors Pledgor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statementsrelease. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the IssuerBorrower, 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 1 contract

Sources: Pledge 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 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 After the Termination Date. , this Agreement shall terminate (bprovided that all indemnities set forth herein including, without limitation in Section 7.03 hereof, shall survive such termination) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in Collateral Agent, at the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary request and expense of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes Indenturerespective Grantor, 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to this Section 5.15, the Collateral Agent shall will promptly execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination Grantor a proper instrument or release instruments (including Uniform Commercial Code termination statements)statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign assign, transfer and transfer deliver to such Pledgor, Grantor (without recourse and without any representation or warranty) such of the Pledged Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Grantor) at any time prior to the Termination Date, the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Indenture or such other applicable Initial Additional First-Lien Document, as the case may be, to the extent required to be so applied, the Collateral Agent, at the request and expense of such Grantor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Grantor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as 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 Furthermore, in the event that all of the capital stock or other Equity Interests of one or more Guarantors is sold or otherwise disposed of (in each case to a Person other than the Company or a Subsidiary thereof) or liquidated at any time prior to the Termination Date, the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Indenture and/or the applicable Initial Additional First-Lien Document, to the extent applicable, such Guarantor (and delivery the Collateral at such time assigned by such Guarantor pursuant hereto) shall, upon consummation of documents pursuant such sale or other disposition (except to the extent that such sale or disposition is to the Company or a Subsidiary thereof), be released from this Agreement (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other Equity Interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 5.15 shall be made without recourse to or warranty by 7.13(b)). (c) At any time that a Grantor desires that the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to Agent take any action in connection therewith consistent with to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 7.13(a) or (b), 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 Issuer, Grantor shall deliver to the Collateral Agent shall execute, deliver or acknowledge a certificate signed by a principal executive officer of such instruments or releases to evidence Grantor stating that the release of the respective Collateral is permitted pursuant to such Section 7.13(a) or (b). At any Collateral permitted time that the Company or the respective Grantor desires that the Company or a Subsidiary of the Company which has been released from its guaranty pursuant to Article II hereunder be released pursuant hereunder as provided in the last sentence of Section 7.13(b), it shall deliver to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent a certificate signed by a principal executive officer of the Company and the respective Grantor stating that the release of the respective Grantor (and its representatives and counselCollateral) is permitted pursuant to such Section 7.13(b). (d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in connection accordance with (or which the execution and delivery of such release documents or instrumentsCollateral Agent in good faith believed to be in accordance with) this Section 7.13.

Appears in 1 contract

Sources: First Lien Notes Collateral Agreement (Walter Energy, 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 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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the applicable Pledgors, 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. (b) 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 any Credit Document as a result of 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 all 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 such Subsidiary Party. (i) 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 Pledgorother 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, 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 respect of any assets or property constituting Collateral, such Collateral shall be released from the security interest created hereunder upon (i) the release of the security interest in such assets or property securing any Junior-Priority Lien Obligations, other than in connection with a Discharge of Junior-Priority Lien Obligations or (ii) the release of the security interest in such assets or property securing any First-Priority Lien Obligations, other than in connection with a Discharge of First-Priority Lien Obligations. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) 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), (d) or (e) 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 IssuerBorrower, 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 or the Security Documents or the Senior Lien Intercreditor Agreement or Priority Lien Intercreditor 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 (EP Energy LLC)

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 herein, the Security Interest and all other security interests granted by the Pledgors hereby shall automatically terminate and be released upon the occurrence of both (i) the Termination DateDate and (ii) the date when all 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 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 Guarantor Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Party shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture Credit Agreement or any Other First Lien Agreement as a result of which such Subsidiary Guarantor Party ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndenturePledgor, 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 GuarantorParty. (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 Notes Indenture Credit Agreement or any Other First Lien Agreement then in effect 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 Article IX Section 9.08 of the Notes IndentureCredit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby thereby), or (iii) as otherwise may be provided in any applicable Intercreditor 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. (d) [Reserved]A Pledgor shall automatically be released from its Credit Agreement Secured Obligations hereunder and/or the security interests in any Collateral securing 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. (e) In additionSolely 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 released, in each case with respect to any Other First Lien Obligations, upon the occurrence of any of the circumstances set forth in Article XI any equivalent provision of the Notes Indenture any applicable Other First Lien Agreement governing such 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. (f) [Reserved]If any Collateral shall become subject to the release provisions set forth in the First Lien Intercreditor Agreement, the lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein. (g) [Reserved]. (h) In connection with any termination or release pursuant to 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 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 7.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.157.15, 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 UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release (forms of which shall be reasonably acceptable to the Agent) prepared by the IssuerBorrower pursuant to this Section 7.15, 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 (Caesars Acquisition Co)

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 Guarantor Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor Loan Party shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture Credit Agreement or any Other First Lien Agreement then in effect as a result of which such Subsidiary Guarantor Loan Party ceases to be a Subsidiary of the Issuer Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes IndentureSubsidiary 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 GuarantorLoan 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 Notes Indenture 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 Article IX Section 9.08 of the Notes IndentureCredit Agreement and any equivalent provision of any Other First Lien Agreement (in each case, to the extent required thereby thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In additionSolely 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 Article XI Section 9.18 of the Notes Indenture Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the such Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) [Reserved]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 such 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 IssuerBorrower, the Collateral Agent shall promptly 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 (Cec 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 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 upon the occurrence termination of the Termination DateCommitments and payment in full of all Obligations (other than indemnities and contingent obligations with respect to which no claim for reimbursement has been made in writing). (b) A Subsidiary Guarantor Grantor (other than the Company) shall automatically be released from its obligations hereunder in accordance with, and to the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary extent provided by, Section 9.15 of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 GuarantorCredit Agreement. (c) The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act interest granted hereunder by any party, (i) upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by the 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests Grantor in any Collateral shall be automatically released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon the occurrence of its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 9.02 of the circumstances set forth Credit Agreement, if the release of such security interest is approved, authorized or ratified in Article XI writing by the Required Lenders or (iii) upon release of the Notes Indenture without delivery of any instrument or performance of any act by any party, and all rights such Grantor from its obligations hereunder pursuant to the Collateral shall revert to any applicable PledgorSection 5.12(b) above. (f) [Reserved]. (g) [Reserved]. (hd) 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 (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 9.15 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 5.12 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 Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Company or any release of its Subsidiaries under any Loan Document 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 Issuer, 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 1 contract

Sources: Credit Agreement (Ugi Corp /Pa/)

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) This Agreement (including, without limitation, Section 14 hereof) and the pledges made by the Pledgors herein and all other security interests granted hereby (i) shall terminate when all the Secured Obligations have been indefeasibly paid in full, the Lenders have no further commitment to lend under the Credit Agreement or to issue or participate in Letters of Credit and the LC Exposure has been reduced to zero (at which time each Collateral Agent shall, if requested by Pledgor, execute and deliver to Pledgor, at Pledgor's expense, all UCC termination statements and other documents which such Pledgor shall reasonably request to evidence such termination) and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment in respect of any Secured Obligation is rescinded or must otherwise be restored by Secured Party upon any bankruptcy or reorganization of Pledgor or otherwise. Notwithstanding the foregoing, the Guarantee pursuant to Section 3 hereunder shall be subject to termination and discharge under the circumstances described in Section 14.03(b) of the Indenture. Section 14.03(b) of the Indenture and the defined terms set forth in Article I thereof are specifically incorporated herein by reference with the same force and effect as if the same were set forth in this Agreement in full. Any execution and delivery of termination statements or documents pursuant to this Section 19(a) shall be without recourse to or warranty by the Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination DateApplicable Collateral Agent. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b), the Applicable Collateral Agent shall execute and deliver to any Pledgor Pledgor, at 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 19 shall be made without recourse to or warranty by the Applicable 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 Issuer, 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 and Guarantee Agreement (Consolidated Communications Texas Holdings, 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 when all the Obligations have been indefeasibly paid in full and be released upon Lenders have no further commitment to lend under the occurrence Credit Agreement, the aggregate amount of outstanding Letters of Credit has been reduced to zero and the Termination DateFronting Bank has no further obligation to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 of any Collateral that is not prohibited by permitted under the Notes Indenture Credit Agreement to any person that is not a Pledgor, (ii) upon the termination of the existence of a Subsidiary Guarantor or of an issuer of Pledged Stock pledged hereunder pursuant to subsection 5.2 of the Credit Agreement or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in such any Collateral pursuant to Article IX subsection 9.6 of the Notes IndentureCredit Agreement, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests interest in any such Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 Pledgorreleased. (f) [Reserved]. (g) [Reserved]. (hc) In connection with any termination or release pursuant to this Section 5.15paragraph (a) or (b), Collateral Agent shall (i) promptly deliver to Pledgor all Collateral pledged to the Collateral Agent shall herein and (ii) 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 14 shall be made without recourse to or warranty by the Collateral Agent. In connection with . (d) Without any release pursuant further action on the part of any party hereto or any party to this Section 5.15the Credit Agreement, the Pledgors Security Interest in any Collateral that is sold, assigned, transferred or otherwise disposed of in accordance with the Credit Agreement shall be permitted to take any action in connection therewith consistent with automatically and fully terminated upon such release includingsale, without limitationassignment, the filing of Uniform Commercial Code termination statementstransfer or disposal. Upon the receipt termination of any necessary Security Interest hereunder or proper instruments of termination, satisfaction under any other Loan Documents or release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence upon 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 Subsidiary Guarantor hereunder, Collateral Agent (shall promptly execute and its representatives deliver such termination statements, releases and counsel) in connection with the execution and delivery of other instruments as Pledgors shall reasonably request to evidence such release documents termination or instrumentsrelease.

Appears in 1 contract

Sources: Credit Agreement (Burlington Industries Inc /De/)

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 benefit of the Collateral Agent and all the other security interests granted by the Pledgors hereby shall automatically terminate Secured Parties and be released upon the occurrence of their respective successors, indorsees, transferees and assigns until the Termination Date. (b) A Subsidiary Guarantor Grantor shall automatically be released from its obligations hereunder and the security interests Security Interests in the Collateral of such Subsidiary Guarantor Grantor created hereby shall be automatically released released, upon the consummation of any transaction not prohibited permitted by the Notes Indenture Credit Agreement, as a result of which such Subsidiary Guarantor Grantor ceases to be a Restricted Subsidiary of the Issuer Borrowers or otherwise becomes an Excluded Subsidiary; solely to the extent such Grantor ceasing to constitute a Restricted Subsidiary or ceases to be a otherwise becoming an Excluded Subsidiary Guarantor or is otherwise released from its obligations under not prohibited by the Notes 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 GuarantorCredit Agreement,. (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 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 Security Interests created hereby in such Collateral pursuant to Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released and such Collateral may be sold 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, upon termination or expiration of such lease, (v) 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, transfer or other disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to another Grantor), (x) upon the occurrence effectiveness of any release (including any written consent to such release) of the circumstances set forth Lien and Security Interests created hereby in Article XI any Collateral pursuant to Section 10.01 of the Notes Indenture without delivery of Credit Agreement, (y) upon such Collateral becoming Excluded Equity Interests or Excluded Assets or (z) as otherwise provided in any instrument or performance of any act by any party, and all rights applicable intercreditor agreement entered into pursuant to the Collateral shall revert to any applicable PledgorCredit Agreement (including an Equal Priority Intercreditor Agreement) among holders of First Lien Obligations. (f) [Reserved]. (g) [Reserved]. (hd) 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 Issuer, 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 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. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction not prohibited by the Notes Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise becomes an Excluded Subsidiary or ceases to be a Subsidiary Guarantor or is otherwise released from its obligations under the Notes 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 Guarantor. (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 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 Article IX of the Notes Indenture, to the extent required thereby or (iii) as otherwise may be provided in any applicable Intercreditor Agreement. (d) [Reserved]. (e) In addition, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released upon the occurrence of any of the circumstances set forth in 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 the applicable Pledgors, 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. (b) 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 any Credit Document as a result of 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 all 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 such Subsidiary Party. (i) 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 9.02 of the Indenture and any equivalent provision of each applicable Pledgorother 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 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 respect of any assets or property constituting Collateral, such Collateral shall be released from the security interest created hereunder upon (i) the release of the security interest in such assets or property securing any Junior-Priority Lien Obligations, other than in connection with a Discharge of Junior-Priority Lien Obligations or (ii) the release of the security interest in such assets or property securing any First-Priority Lien Obligations, other than in connection with a Discharge of First-Priority Lien Obligations. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) 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), (d) or (e) 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 Issuer, 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 or the Security Documents or the Senior Lien Intercreditor Agreement or the Senior Priority Lien Intercreditor 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 (EP Energy Corp)