Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations have been indefeasibly paid in full. (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the Indenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 of the Indenture, the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b), or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 6 contracts
Sources: Collateral Agreement (American Media Inc), Collateral Agreement (American Media Inc), Collateral Agreement (Ami Celebrity Publications, LLC)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations have been indefeasibly paid in fullupon Payment In Full.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary Subsidiary, or as otherwise expressly permitted under Section 9.14 of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseCredit Agreement.
(c) Upon any sale or other transfer Disposition by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement (other than a Disposition to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 Section 9.14 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.12, the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.12 shall be without recourse to or warranty by the Administrative Agent, and the Administrative Agent shall have no liability whatsoever to any other Secured Party as a result of any release of Collateral Agentby it in accordance with (or which the Administrative Agent in good faith believes to be in accordance with) this Section 7.12.
Appears in 2 contracts
Sources: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in fullfull 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 Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerBorrower; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement to any Person that is not a Grantor, or or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, Grantor at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.15 shall be without recourse to or warranty by the Collateral Administrative Agent.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Cumulus Media Inc)
Termination or Release. (a) This AgreementEach Security Document, the Security Interest guarantees made therein and all other the security interests granted hereby thereunder shall terminate when all the Loan Document Obligations have been indefeasibly paid in fullfull in cash and the Commitments have expired or been terminated.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder under the Loan Documents, the guarantee of such Subsidiary Loan Party made under the Collateral Agreement shall automatically be released and the Security Interest security interests granted in the Collateral of such Subsidiary Loan Party under the Security Documents shall automatically be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented pursuant to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwisethis Agreement.
(c) Upon any sale or other transfer by any Grantor Loan Party of any Collateral (other than any such sale to another Grantor) that is permitted under the Indenturethis Agreement to any person (other than a Loan Party or an Affiliate of a Loan Party), or upon the effectiveness of any written consent pursuant to Section 9.08 to the release of the any security interest granted hereby in any Collateral pursuant of such Loan Party under to Sections 9.02 or 10.03 of the IndentureSecurity Documents, the security interest interests granted in such Collateral under the Security Documents shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), or (c)this Section, the Collateral Agent shall execute and deliver to any Grantorthe applicable Loan Party, at such GrantorLoan Party’s expense, all documents that such Grantor Loan Party shall reasonably request to evidence such termination release or releasetermination. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Forest Oil Corp), Second Lien Credit Agreement (Forest Oil Corp)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid Paid in fullFull and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary or as otherwise expressly permitted under Section 9.14 of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseCredit Agreement.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 Section 9.14 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.12, the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.12 shall be without recourse to or warranty by the Administrative Agent, and the Administrative Agent shall have no liability whatsoever to any other Secured Party as a result of any release of Collateral Agentby it in accordance with (or which the Administrative Agent in good faith believes to be in accordance with) this Section 7.12.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Affinia Group Intermediate Holdings Inc.)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in fullfull 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 Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerBorrower; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement to any Person that is not a Grantor, or or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, Grantor at such Grantor’s 's expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.15 shall be without recourse to or warranty by the Collateral Administrative Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Cumulus Media Inc)
Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in fullfull in cash and the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerHoldings; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall -------- have consented to such transaction (to the extent such consent is required by the Indenture) and the terms of such consent did not provide otherwiseCredit Agreement).
(c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 9.08 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.14, the Collateral Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s expensePledgor's, expense all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.14 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Foundation Coal Holdings, Inc.)
Termination or Release. (a) This At such time as the Loans, all accrued interest and fees under this Agreement, the Security Interest and all other security interests granted hereby obligations under the Loan Documents (other than obligations under Sections 2.09, 2.11, and 9.03 that are not then due and payable) shall terminate when all the Obligations have been indefeasibly paid in fullfull in Cash, the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder under the Collateral Agreement and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseBorrower.
(c) Upon any sale or other transfer by any Grantor Loan Party of any Collateral (other than any such sale to another Grantor) that is permitted under the Indenturethis Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby by the Collateral Agreement in any Collateral pursuant to Sections Section 9.02 or 10.03 of the Indenturethis Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 9.14, the Collateral Agent shall execute and deliver to any Grantor, Loan Party at such Grantor’s expense, Loan Party's expense all documents that such Grantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 9.14 shall be without recourse to or warranty by the Collateral AgentAgent or any Lender.
Appears in 1 contract
Sources: Senior Secured Loan Agreement (Hawaiian Telcom Holdco, Inc.)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall automatically terminate when all the Loan Document Obligations (other than unmatured indemnification obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; Borrower or (ii) the consummation of any Foreign Subsidiary Restructuring, provided in the case of clause (i) that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.13 shall be without recourse to or warranty by the Collateral Administrative Agent.
Appears in 1 contract
Sources: Second Lien Guarantee and Collateral Agreement (RedPrairie Holding, Inc.)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid Paid in fullFull and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary or as otherwise expressly permitted under Section 12.14 of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseCredit Agreement.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 Section 12.02 or 10.03 Section 12.14 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.12, the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.12 shall be without recourse to or warranty by the Administrative Agent, and the Administrative Agent shall have no liability whatsoever to any other Secured Party as a result of any release of Collateral Agentby it in accordance with (or which the Administrative Agent in good faith believes to be in accordance with) this Section 7.12.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Affinia Group Intermediate Holdings Inc.)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall automatically terminate when all the Obligations (other than unmatured indemnification obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; Borrower (or ceases to be required to be a Loan Party under the Credit Agreement), provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest Security Interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.13 shall be without recourse to or warranty by the Collateral Administrative Agent.
Appears in 1 contract
Sources: Second Lien Guarantee and Collateral Agreement (Jda Software Group Inc)
Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Loan Agreement Obligations (other than unanticipated contingent indemnification obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerBorrower; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 10.01 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Termination or Release. (a) This Agreement, the The Security Interest and all other security interests granted hereby shall terminate be automatically released when all the Obligations (other than inchoate indemnity obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary of the Borrower which was a Credit Party immediately prior to the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a Credit Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Person shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwisetransaction.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement to a Person other than the Borrower or a Subsidiary thereof, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 11.12 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.13, the Collateral Agent shall execute and deliver to any GrantorPerson, at such GrantorPerson’s expense, all documents that such Grantor Person shall reasonably request to evidence such termination or releaserelease of its obligations or the security interests in its Collateral. Any execution and delivery of documents pursuant to this Section 6.13 7.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Second Lien Guaranty and Collateral Agreement (HUGHES Telematics, Inc.)
Termination or Release. (a) This Agreement, the The Security Interest and all other security interests granted hereby shall terminate be automatically released when all the Credit Document Obligations (other than inchoate indemnity obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary of the Borrower which was a Credit Party immediately prior to the consummation of any transaction permitted by the Credit Agreement as a result of which such Person ceases to be a Credit Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party Person shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwisetransaction.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement to a Person other than the Borrower or a Subsidiary thereof, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 11.12 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.13, the Collateral Agent shall execute and deliver to any GrantorPerson, at such GrantorPerson’s expense, all documents that such Grantor Person shall reasonably request to evidence such termination or releaserelease of its obligations or the security interests in its Collateral. Any execution and delivery of documents pursuant to this Section 6.13 7.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (HUGHES Telematics, Inc.)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in fullfull 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 Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; Subsidiary, provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement (other than a sale or other transfer to the Borrower or a Subsidiary), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section, the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Shutterfly Inc)
Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations have been indefeasibly paid in full.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically automati- cally released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerBorrower or becomes an Excluded Subsidiary; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction transac- tion (if and to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral that is permit- ▇▇▇ under the Credit Agreement (other than any such a sale or transfer to another Grantor) that is permitted under the IndentureLoan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 10.01 of the IndentureCredit Agreement, the security interest in such Collateral Collat- eral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 6.11, the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.13 6.11 shall be without recourse to or warranty by the Collateral Administrative Agent.
Appears in 1 contract
Termination or Release. (a) This Agreement, Agreement and the Guarantees made in this Agreement shall terminate and the Security Interest and all other security interests granted hereby shall terminate be released automatically when all the Loan Document Obligations have been indefeasibly paid in fullfull 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 Credit Agreement.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the IssuerBorrower; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor Guarantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.13, the Collateral Agent shall execute and deliver to any GrantorGuarantor, at such Grantor’s Guarantor's expense, all documents that such Grantor Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Wix Filtration Media Specialists, Inc.)
Termination or Release. (a) This Agreement, Agreement and the Guarantees made in this Agreement shall terminate and the Security Interest and all other security interests granted hereby shall terminate be automatically released when all the Loan Document Obligations have been indefeasibly paid in fullfull 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 Credit Agreement.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseSubsidiary.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections Section 9.02 or 10.03 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 7.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (St. Louis Pharmaceutical Services, LLC)
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations (other than inchoate indemnification obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerParent; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 10.01 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 7.12 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseConsolidated Subsidiary.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the Indenture, Credit Agreement (other than a sale or upon the effectiveness of any written consent other transfer to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 of the Indenturea Loan Party), the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 8.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 8.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (L Brands, Inc.)
Termination or Release. (a) This AgreementEach Security Document, the Security Interest guarantees made therein and all other the security interests granted hereby thereunder shall terminate when all the Obligations have been indefeasibly paid in fullfull in cash, the Commitments have expired or been terminated, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder under the Loan Documents, the guarantee of such Subsidiary Loan Party made under the Collateral Agreement shall automatically be released and the Security Interest security interests granted in the Collateral of such Subsidiary Loan Party under the Security Documents shall automatically be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented pursuant to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwisethis Agreement.
(c) Upon any sale or other transfer by any Grantor Loan Party of any Collateral (other than any such sale to another Grantor) that is permitted under the Indenturethis Agreement to any person (other than a Loan Party or an Affiliate of a Loan Party), or upon the effectiveness of any written consent pursuant to Section 9.02 to the release of the any security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 of such Loan Party under the IndentureSecurity Documents, the security interest interests granted in such Collateral under the Security Documents shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), or (c)this Section, the Collateral Agent shall execute and deliver to any Grantorthe applicable Loan Party, at such GrantorLoan Party’s expense, all documents that such Grantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Investools Inc)
Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Loan Agreement Obligations (other than unanticipated contingent indemnification obligations) have been indefeasibly paid in fullfull and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the IssuerBorrower; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding Required Lenders shall have consented to such transaction (to the extent required by the IndentureCredit Agreement) and the terms of such consent did not provide otherwise.
(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 10.01 of the IndentureCredit Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 5.13 shall be without recourse to or warranty by the Collateral Agent.
Appears in 1 contract
Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all terminate, and the Obligations have been indefeasibly paid in full.
(b) A Subsidiary Party Loan Parties shall automatically be released from its their obligations hereunder and the Security Interest hereunder, upon payment in the Collateral full in cash of such Subsidiary Party shall be automatically released all Obligations (i) other than contingent indemnification obligations in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms respect of the Indenture or (ii) upon the consummation of any transaction permitted which no claim has been asserted by the Indenture as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwisePerson entitled thereto).
(cb) Upon any sale or other transfer by any Grantor Loan Party of any Collateral (other than any such sale to another Grantor) that is permitted under the IndentureCredit Agreement to a Person other than any Loan Party or an Affiliate thereof, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted hereby in any Collateral pursuant to Sections 9.02 or 10.03 Section 9.08(b) of the IndentureCredit Agreement, the security interest Security Interest of such Loan Party in such Collateral shall be automatically released.
(dc) In connection with any termination or release pursuant Upon written request made to paragraph (a), (b), or (c)the Collateral Agent by the Borrower, the Collateral Agent shall execute and deliver to any Grantorpromptly prepare for filing by the Borrower, at such Grantor’s expensethe sole cost and expense of the Borrower, any and all documents that such Grantor shall reasonably request requested releases pursuant to evidence such termination clauses (a) or release(b) of this Section 7.15. Any execution and delivery of documents or instruments pursuant to this Section 6.13 7.15 shall be without recourse to to, or representation or warranty by by, the Collateral AgentAgent or any other Secured Party.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Rentech Inc /Co/)
Termination or Release. (a) This AgreementAt such time as the Loans, the Security Interest all accrued interest and fees under this Agreement and all other security interests granted hereby obligations under the Loan Documents then due and payable (other than obligations under Sections 2.10, 2.12 and 9.03 that are not then due and payable) shall terminate when all the Obligations have been indefeasibly paid in fullfull in cash, the Collateral shall be released from the Liens created by the Security Documents and the obligations (other than those expressly stated to survive termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.
(b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder under the Collateral Agreement and any other Loan Document and the Security Interest security interests in the Collateral of such Subsidiary Loan Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture or (ii) upon the consummation of any transaction permitted by the Indenture this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Issuer; provided that the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have consented to such transaction (to the extent required by the Indenture) and the terms of such consent did not provide otherwiseBorrower.
(c) Upon any sale or other transfer by any Grantor Loan Party of any Collateral (other than any such sale to another Grantor) that is permitted under the Indenturethis Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby by the Collateral Agreement in any Collateral pursuant to Sections Section 9.02 or 10.03 of the Indenturethis Agreement, the security interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b), ) or (c)) of this Section 9.14, the Collateral Agent shall execute and deliver to any Grantor, Loan Party at such GrantorLoan Party’s expense, expense all documents that such Grantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 9.14 shall be without recourse to or warranty by the Collateral AgentAgent or any Lender.
Appears in 1 contract
Sources: Loan Agreement (Supermedia Inc.)