Termination; Release. (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Termination; Release. (a) After This Agreement shall automatically terminate and the Pledged Collateral shall automatically be released from the Lien granted hereby upon the satisfaction of the Termination DateConditions. Upon termination hereof, this Agreement and the security interest created Lien granted hereby shall automatically terminate (provided that and all indemnities set forth herein including, without limitation, in Section 11 hereof rights to the Pledged Collateral shall survive any such termination), and automatically revert to the Pledgee, at the request and expense of such Pledgor, will execute and deliver applicable Pledgor or to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral other person as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released entitled thereto pursuant to this Agreement, together with any moneys at the time held by the Pledgee Order or any of its sub-agents hereunder and, other applicable Legal Requirement. The Lien granted hereby shall be automatically released and shall automatically terminate with respect to any Pledged Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on i) to the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of extent that such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Pledged Collateral is sold or otherwise disposed transferred as part of (any sale or other transfer permitted under the Credit Agreement or under any other Loan Document to a Person other than that is not a Loan Party, (ii) to the extent such Pledged Collateral is owned by a Loan Party, upon the release of such Loan Party from its Guarantee otherwise in accordance with the Loan Documents, (iii) to the extent such Pledged Collateral becomes Excluded Assets or (iv) to the extent approved, authorized or ratified in writing in accordance with Section 11.02 of the Credit Agreement. For the avoidance of doubt, a Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Loan Party in accordance with the Credit Agreement.
(b) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in In connection with a sale any termination or other disposition permitted by release pursuant to paragraph (a) of Section 10.02 of 10.4, so long as the Credit Agreement Borrower shall have provided the Agents such certifications or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at documents as any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y)Agent shall reasonably request, the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will Collateral Agent shall execute and deliver to any Pledgor, at such documentationPledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Pledgor to effect such release, including termination or partial release statements delivery of certificates, securities and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreementinstruments.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article XI hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of such the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated SecuritySecurity (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary)Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(23.2(a)(iv).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (xParty) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedTermination Date, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement Secured Obligation Agreements or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt AgreementObligation Agreements, as the case may be, to the extent required to be so applied, the PledgeeCollateral Agent, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) Agent and has not theretofore been released pursuant to this Agreement.
(c) Agreement and to the extent requested by such Pledgor, deliver UCC termination statements and instruments of satisfaction, discharge and/or reconveyance. At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) Collateral Agent a certificate signed by an authorized a principal executive officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) ). The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Creditor Party as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) as permitted by this Section 19Article.
Appears in 1 contract
Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub‑agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, Security issued by a Partnership Interest or a Limited Liability Subsidiary of the Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (xParty) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedTermination Date, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement Agreement, or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt AgreementsLenders, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 heretohereof, such sub-agentsub‑agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any U.S. Guarantor from the U.S. Guaranty in accordance with the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 10.02 of the Credit Agreement, the Liens created by any of this Agreement on such Collateral shall be automatically released without need for further action by any Person.
(c) At any time that any Pledgor desires that Collateral be released the Pledgee deliver any release or such other documentation as provided in the foregoing Section 19(a22(a) or (b), it such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer Authorized Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a22(a) or (b) hereof. At any time that the Company or the respective Pledgor desires that a U.S. Guarantor which has been released from the U.S. Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by an Authorized Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b).
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (with, or which the Collateral Agent Pledgee in good faith believes to be in accordance with) , this Section 1922.
Appears in 1 contract
Sources: Pledge Agreement (Ciena Corp)
Termination; Release. (a) After This Security Agreement, the Termination Date, this Agreement Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and all other security interest created interests granted hereby (1) shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting all Secured Obligations when (i) the principal of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (and interest on each Loan and all fees and other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Secured Obligations shall have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedin cash provided, however, that in connection with a sale the termination of this Security Agreement, the Agent may require such indemnities as it shall reasonably deem necessary or other disposition permitted by Section 10.02 of appropriate to protect the Credit Agreement or is otherwise released at the direction Parties against loss on account of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, credits previously applied to the extent permitted by the other Secured Debt AgreementsObligations that may subsequently be reversed or revoked, and in the case of preceding clauses (x2) and (y), the proceeds of such sale shall continue to be effective or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreementbe reinstated, as the case may be, to if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or the extent required to Grantors upon the bankruptcy or reorganization of any Loan Party or otherwise..
(b) The Collateral shall be so appliedreleased from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement (which release shall be automatic in the case of any sale, transfer or disposition permitted under Section 7.05 of the Credit Agreement). Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the PledgeeAgent shall, at upon the request and at the sole cost and expense of such Pledgorthe Grantors, 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 Pledgor (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral as is then being to be released (in the case of a release) or has beenall of the Collateral (in the case of termination of this Security Agreement) so sold or released and as may be in the possession of the Pledgee Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (orincluding UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, in as the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreementmay be.
(c) At any time that any Pledgor the respective Grantor desires that Collateral be released as provided the Agent take any action described in the foregoing Section 19(a) or clause (b)) of this SECTION 9.5, it shall such Grantor shall, upon reasonable request of the Agent, deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a Agent an officer’s certificate signed by an authorized officer of such Pledgor stating certifying that the release of the respective Collateral is permitted pursuant to Section 19(aclause (a) or (b) hereof.
(d) of this SECTION 9.5. The Pledgee Agent shall have no liability whatsoever to any other Secured Creditor Credit Party as the result of any release of Collateral by it in accordance with as permitted (or which the Collateral Agent in good faith believes to be in accordance withpermitted) by this Section 19SECTION 9.5.
Appears in 1 contract
Termination; Release. (a) After On the Termination DateDate (i), this Agreement and the security interest created hereby shall automatically and unconditionally terminate (provided that all indemnities set forth herein including, without limitation, including in Section 11 hereof hereof, shall survive any such termination), ) and the Pledgee, at the request and expense of such the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statementsstatements on form UCC-3, releases to be filed and instruments of satisfaction, discharge and/or reconveyance) acknowledging the satisfaction and termination of this Agreement Agreement, (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from ii) the security interest created hereby andwill automatically and unconditionally be released, and the Pledgee will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its agents hereunder and as has not theretofore been sold in accordance with this Agreement, the other Credit Documents or applicable law, or otherwise applied or released pursuant to this Agreement, the other Credit Documents or applicable law; without limiting the foregoing, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and (iii) Pledgee shall, upon such Pledgor’s reasonable request, provide evidence (in form and substance reasonably satisfactory to Pledgor and Pledgee) of such release, assignment, transfer or delivery and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In on the event that any part of Termination Date. As used in this Agreement, “Termination Date” shall have the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and meaning set forth in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Security Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Sources: Pledge Agreement (Radio One, Inc.)
Termination; Release. (a) After It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, this Agreement and (x) shall be released by the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein includingPledgee, without limitationthe necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in Section 11 hereof shall survive any such terminationaccordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Banks or, to the extent required by Section 12.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of such Pledgorthe Pledgors, will release the Pledged Collateral being released and execute and deliver to the Pledgors such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination release of such Pledged Collateral from this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby andas reasonably requested by such Pledgor, and will duly assign, transfer and deliver to such the respective Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as described above and is in the possession of the Pledgee.
(b) Following the Lien Termination Date, this Agreement shall terminate, (provided that all indemnities set forth herein including, without limitation, Section 20 hereof, shall survive any such termination) and the Pledgee, at the request and expense of the Pledgors, will execute and deliver to the Pledgors such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreementhereunder.
(c) At any time that any Pledgor desires the Pledgors desire that Pledged Collateral be released as provided in the foregoing Section 19(a28(a) or (b), it shall shall, upon the request of the Pledgee, deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor a Responsible Officer stating that the release of the respective Pledged Collateral is permitted pursuant to Section 19(a28(a) or (b) hereof), as the case may be.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the a result of any release of any Pledged Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 1928.
Appears in 1 contract
Sources: Pledge and Security Agreement (Mission Broadcasting Inc)
Termination; Release. (a) After It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, this Agreement and (x) shall be released by the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein includingPledgee, without limitationthe necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 7.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 7.03 in Section 11 hereof shall survive any such terminationaccordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Lenders or, to the extent required by Section 11.01(a)(i) of the Credit Agreement, with the consent of each of the Lenders, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (b) of this Section 27. Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request of the Pledgor and at the expense of such Pledgorthe Borrower, will release the Pledged Collateral being released and execute and deliver to the Pledgor such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination release of such Pledged Collateral from this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from as reasonably requested by the security interest created hereby andPledgor, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as described above and is in the possession of the Pledgee.
(b) Following the Lien Termination Date, this Agreement shall terminate, and the Pledgee, at the request of the Pledgor and at the expense of the Borrower, will execute and deliver to the Pledgor such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) hereunder. At any time that any the Pledgor desires that Pledged Collateral be released as provided in the foregoing Section 19(a27(a) or (b), it shall [he][she] shall, upon the request of the Pledgee, deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such the Pledgor stating that the release of the respective Pledged Collateral is permitted pursuant to Section 19(a27(a) or (b) hereof), as the case may be.
(dc) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the a result of any release of any Pledged Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 1927.
Appears in 1 contract
Termination; Release. This Agreement, the Lien in favor of the Agent (afor the benefit of itself and the other Credit Parties) After and all other security interests granted hereby shall terminate with respect to all Secured Obligations when Payment in Full of the Termination DateSecured Obligations has occurred. Notwithstanding the foregoing, (A) this Agreement, the Lien in favor of the Agent (for the benefit of the Credit Parties) and all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise, and (B) in connection with the termination of this Agreement, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement.
(i) The Collateral shall be released from the Lien of this Agreement in accordance with the provisions of this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, Credit Agreement. Upon termination hereof or any release of Collateral in Section 11 hereof shall survive any such termination), accordance with the provisions of this Agreement and the PledgeeCredit Agreement, at the Agent shall, upon the request and at the sole cost and expense of such Pledgorthe Pledgors, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral to be released (in the case of a release) as may be in the possession of the Pledgee Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Securityother Collateral, a Partnership Interest proper documents and instruments (including UCC 3 termination statements or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest releases) acknowledging the termination hereof or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer release of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt AgreementCollateral, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(cii) At any time that any the respective Pledgor desires that Collateral be released as provided the Agent take any action described in clause (ii) of this Section 10.5, such Pledgor shall, upon request of the foregoing Section 19(a) or (b)Agent, it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a Agent an officer’s certificate signed by an authorized officer of such Pledgor stating certifying that the release of the respective Collateral is permitted pursuant to Section 19(aclause (i) or (bii) hereof.
(d) of this Section 10.5. The Pledgee Agent shall have no liability whatsoever to any other Secured Creditor Credit Party as the result of any release of Collateral by it in accordance with as permitted (or which the Collateral Agent in good faith believes to be in accordance withpermitted) by this Section 1910.5.
Appears in 1 contract
Sources: Security Agreement (Sportsman's Warehouse Holdings, Inc.)
Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically and irrevocably terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statementsstatements and control agreement terminations) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release automatically and irrevocably be released from the security interest created hereby and, and will duly promptly assign, transfer and deliver to such Pledgor or its designee on behalf of such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (xSecured Party) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedTermination Date, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Loan Agreement or is otherwise released at in accordance with the direction terms of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, Facility Documents and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, Facility Documents to the extent required to be so applied, the PledgeeCollateral Agent, at the written request and sole expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 heretohereof, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a20(a) or (b), it shall deliver to the Pledgee Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating certifying that the release of the respective Collateral is permitted pursuant to the Facility Documents, including Section 19(a20(a) or (b) hereof.
(d) The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Creditor Party as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 1920.
Appears in 1 contract
Termination; Release. Notwithstanding anything to the contrary set forth herein or in the Amendment, the execution, delivery and performance of this Agreement by Pledgor shall constitute Pledgor’s and Clinical Data’s performance of their respective obligations to provide collateral security to the Secured Party under the first two (a2) After sentences of Section 3.1(d) of the Termination DateAmendment; provided, however, that if the Secured Party so requests, Pledgor shall promptly execute and deliver a pledge agreement, in form and substance substantially the same as this Agreement and otherwise reasonably satisfactory to the security interest created hereby Secured Party, with respect to the shares of Vital Diagnostics Pty. Ltd. The Pledged Collateral shall automatically terminate (provided that all indemnities set forth herein includingbe released from the Lien of this Agreement in accordance with the provisions of Section 3.1(d) of the Amendment. Upon termination hereof in accordance with the provisions of Section 3.1(d) of the Amendment the Secured Party shall, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at upon the request and at the sole cost and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Secured Party, such of the Pledged Collateral to be released (in the case of a release) as may be in the possession of the Pledgee Secured Party and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Securityother Pledged Collateral, a Partnership Interest proper documents and instruments (including financing statement amendments or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest releases) acknowledging the termination hereof or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer release of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedPledged Collateral, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in as the case may be. . No amendment, modification, supplement, termination or waiver of preceding clauses (x) and (y)or to any provision hereof, nor consent to any departure by any party therefrom, shall be effective unless the proceeds of such sale or disposition (or from such release) are applied same shall be made in accordance with the terms of the Credit Purchase Agreement and unless in writing and signed by the parties. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any party from the terms of any provision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or such any other document evidencing the Secured Debt AgreementObligations, as the no notice to or demand on any party in any case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without shall entitle any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever other party to any other Secured Creditor as the result of any release of Collateral by it or further notice or demand in accordance with (similar or which the Collateral Agent in good faith believes to be in accordance with) this Section 19other circumstances.
Appears in 1 contract
Termination; Release. (a) After This Agreement shall terminate and the Termination Date, Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrower that the principal of and interest and premium (if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interest created hereby interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Credit Party. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, without limitation, in Section 11 hereof the applicable Creditor shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Credit Party all releases or instruments (including UCC termination statements) acknowledging other documents reasonably necessary and in form reasonably satisfactory to the satisfaction and termination of this Agreement (includingCredit Party, without limitationany vessel registry or other registry, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance)as applicable, and will duly take such reasonable further actions for the release of such Collateral from the security interest interests created hereby andthereby, upon the written request and will duly at the sole cost and expense of the Credit Parties, assign, transfer and deliver to such Pledgor (the Credit Parties, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee such Creditor and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Securityother Collateral, a Partnership Interest with such endorsements or a Limited Liability Company Interest proper documents and instruments (other than an Uncertificated Security, Partnership Interest including UCC-3 termination statements or Limited Liability Company Interest credited on releases) acknowledging the books of a Clearing Corporation termination hereof or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer release of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt AgreementCollateral, as the case may be.
(b) If any of the Collateral is sold, transferred or otherwise disposed of by any Credit Party (other than to another Credit Party) in a transaction permitted by this Agreement, then the extent required lien created pursuant to any Security Document in such Collateral shall be so appliedreleased, and the Pledgeeapplicable Creditor, at the request and sole expense of such PledgorCredit Party, will duly release from the security interest created hereby (and will shall promptly execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse Credit Party all releases or other documents reasonably necessary and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver form reasonably satisfactory to the Pledgee (Credit Party and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of take such Pledgor stating that reasonable further actions for the release of such Collateral from the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee security interests created thereby, provided that the applicable Credit Party shall have no liability whatsoever delivered to any other Secured Creditor as the result of any release of Collateral by it in accordance with such Creditor, at least five (5) Banking Days (or which such shorter period of time acceptable to such Creditor) prior to the date of the proposed release, a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral Agent and certifying that such transaction is in good faith believes to be in accordance with) compliance with this Section 19.Agreement and the Security Documents. Guarantee and Indemnity
Appears in 1 contract
Termination; Release. (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 9.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of such Pledgorthe respective Grantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (in form and substance satisfactory to the Collateral Agent) (including UCC Uniform Commercial Code termination statementsstatements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby andAgreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit AgreementParty) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at date on which the Indenture Discharge Date has occurred and all Credit Document Obligations Notes have been paid in full and all Commitments and Letters of Credit under are no longer outstanding in accordance with the Credit Agreement have been terminatedIndenture, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt AgreementsIndenture Documents and the Intercreditor Agreement, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or any such other Secured Debt Indenture Document or the Intercreditor Agreement, as the case may be, to the extent required to be so applied, the PledgeeCollateral Agent, at the request and expense of such PledgorGrantor, 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 therewiththerewith in form and substance satisfactory to the Collateral Agent) and assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) Agent and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any Guarantor from a Note Guarantee in accordance with the provisions thereof, such Grantor (and the Collateral at such time assigned by the respective Grantor pursuant hereto) shall be released from this Agreement.
(c) At any time that any Pledgor a Grantor desires that the Collateral be released as provided in Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 19(a11.8(a) or (b), it such Grantor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) Collateral Agent a certificate signed by an authorized a principal executive officer of such Pledgor Grantor stating that the release of the respective Collateral is permitted pursuant to such Section 19(a11.8(a) or (b). At any time that the Issuer or the respective Grantor desires that a Subsidiary of the Issuer which has been released from a Note Guarantee be released hereunder as provided in the last sentence of Section 11.8(b), it shall deliver to the Collateral Agent a certificate signed by a principal executive officer of the Issuer and the respective Grantor stating that the release of the respective Grantor (and its Collateral) hereofis permitted pursuant to such Section 11.8(b). In addition, the relevant Grantor shall furnish to the Collateral Agent appropriate legal opinions (from counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in this Section 11.8(c).
(d) The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Creditor Party as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 1911.8.
Appears in 1 contract
Sources: Pledge and Security Agreement (Affinity Guest Services, LLC)
Termination; Release. (a) After This Agreement shall terminate and the Termination Date, Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrowers that the principal of and interest and premium (if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interest created hereby interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Credit Party. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, without limitation, in Section 11 hereof the applicable Creditor shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Credit Party all releases or instruments (including UCC termination statements) acknowledging other documents reasonably necessary and in form reasonably satisfactory to the satisfaction and termination of this Agreement (includingCredit Party, without limitationany vessel registry or other registry, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance)as applicable, and will duly take such reasonable further actions for the release of such Collateral from the security interest interests created hereby andthereby, upon the written request and will duly at the sole cost and expense of the Credit Parties, assign, transfer and deliver to such Pledgor (the Credit Parties, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee such Creditor and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Securityother Collateral, a Partnership Interest with such endorsements or a Limited Liability Company Interest proper documents and instruments (other than an Uncertificated Security, Partnership Interest including UCC-3 termination statements or Limited Liability Company Interest credited on releases) acknowledging the books of a Clearing Corporation termination hereof or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer release of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt AgreementCollateral, as the case may be.
(b) If any of the Collateral is sold, transferred or otherwise disposed of by any Credit Party (other than to another Credit Party) in a transaction permitted by this Agreement, then the extent required lien created pursuant to any Security Document in such Collateral shall be so appliedreleased, and the Pledgeeapplicable Creditor, at the request and sole expense of such PledgorCredit Party, will duly release from the security interest created hereby (and will shall promptly execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse Credit Party all releases or other documents reasonably necessary and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver form reasonably satisfactory to the Pledgee (Credit Party and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of take such Pledgor stating that reasonable further actions for the release of such Collateral from the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee security interests created thereby, provided that the applicable Credit Party shall have no liability whatsoever delivered to any other Secured Creditor as the result of any release of Collateral by it in accordance with such Creditor, at least five (5) Banking Days (or which such shorter period of time acceptable to such Creditor) prior to the date of the proposed release, a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral Agent and certifying that such transaction is in good faith believes to be in accordance with) compliance with this Section 19Agreement and the Security Documents.
Appears in 1 contract
Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such the Pledgor, will execute if necessary and deliver to such the Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2)hereunder.
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) Borrower or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (xits Affiliates) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement respective Secured Debt Agreements or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y)Creditors, the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, Pledgee will duly release from the security interest created hereby (and, at the request, cost and expense of the Pledgor, 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 the Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any the Pledgor desires that Collateral be released as provided in the foregoing Section 19(a18(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer a Senior Designated Officer of such the Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a18(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent Pledgee in good faith the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 1918.
Appears in 1 contract
Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, Security issued by a Partnership Interest or a Limited Liability Subsidiary of the Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (xLoan Party) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedTermination Date, in connection with a sale or other disposition permitted by Section 10.02 7.05 of the Credit Agreement Agreement, or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of pursuant to the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 heretohereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. Furthermore, (x) upon the release of any GuarantorPledgor from the Guaranty (in its capacity as Guarantor thereunder) in accordance with the provisions thereof or (y) such Pledgor shall be entitled to release pursuant to Section 34, in each case, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person.
(c) At any time that any Pledgor desires that Collateral be released the Pledgee deliver any release or such other documentation as provided in the foregoing Section 19(a22(a) or (b), it such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer a Responsible Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a22(a) or (b) hereof. At any time that the Company or the respective Pledgor desires that a GuarantorPledgor which has been released from the Guaranty (in its capacity as Guarantor thereunder) be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b).
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor Party as the result of any release of Collateral by it in accordance with (with, or which the Collateral Agent Pledgee in good faith believes to be in accordance with) , this Section 1922.
Appears in 1 contract
Termination; Release. (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Sources: Pledge Agreement (Town Sports International Holdings Inc)
Termination; Release. (a) After the Termination Dateoccurrence of the Discharge of Priority Lien Obligations and the discharge of all other Secured Debt Obligations, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 8.1, shall survive any such termination), ) and the PledgeeCollateral Trustee, at the request and expense of such Pledgorthe respective Assignor, will (without recourse and without any representation or warranty) promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including UCC termination statementsstatements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby andAgreement, and will duly assign, transfer transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Trustee and as has not theretofore been sold or otherwise applied or released pursuant to Article VII of this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that the Collateral Trustee’s Liens on any part portion of the Collateral is sold or otherwise disposed of (have been released pursuant to a Person other than a Credit Party in accordance with the Credit AgreementSection 4.1(a) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Trust Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the PledgeeCollateral Trustee, at the request and expense of such PledgorAssignor, will duly and promptly 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 Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) Trustee and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor an Assignor desires that the Collateral be released as provided in Trustee take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 19(a10.8(a) or (b), it such Assignor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) Collateral Trustee a certificate signed by an authorized a principal executive officer of such Pledgor Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 19(a10.8(a) or (b). If reasonably requested by the Collateral Trustee (although the Collateral Trustee shall have no obligation to make such request), the relevant Assignor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Collateral Trustee) hereofto the effect set forth in this Section 10.8(c).
(d) The Pledgee Collateral Trustee shall have no liability whatsoever to any other Secured Creditor Party as the result of any release of Collateral by it in accordance with (or which the Collateral Agent Trustee in good faith believes to be in accordance with) this Section 1910.8.
Appears in 1 contract
Termination; Release. (a) After the Termination Date, this 12.1. This Agreement and the shall create a continuing security interest created in the Pledged Collateral and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Secured Obligations or the assignment of the Secured Obligations to a third party by the Investor, at which time the pledge granted hereby shall automatically terminate (provided that and all indemnities set forth herein including, without limitation, in Section 11 hereof rights to the Pledged Collateral shall survive revert to Pledgor. Upon any such termination), and the PledgeeInvestor shall, at the request P▇▇▇▇▇▇’s expense, (x) return all Pledged Collateral in his possession to Pledgor and expense of such Pledgor, will (y) execute and deliver to Pledgor such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments other documents, which shall be prepared by Pledgor in form and substance reasonably satisfactory to Investor, as Pledgor shall reasonably request to evidence such termination.
12.2. Investor shall, at the expense of satisfactionPledgor, discharge and/or reconveyance), execute and will duly deliver to Pledgor such documents as Pledgor may reasonably request to evidence the release of any item of Pledged Collateral from the security interest created hereby andgranted hereby, and will duly assignupon a sale, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied Pledged Collateral in accordance with the terms of the Credit Note Purchase Agreement; provided, however, that (a) at least five (5) Business Days prior to the date of the proposed release, Pledgor shall have delivered to Investor (i) a written request for such release, (ii) a form of release and (iii) a certificate of Pledgor stating that the transaction is in compliance with the Note Purchase Agreement or and such other Secured Debt Agreementstatements as Investor may request, as (b) no Event of Default shall have occurred and be continuing at the case may be, time of such request and release and (c) to the extent required to be so appliedunder the Note Purchase Agreement, the Pledgee, at the request and expense application of such Pledgor, 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 payment of or in connection therewith) and assignwith the proceeds of any such sale, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may other disposition shall be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it carried out in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19instructions of Investor.
Appears in 1 contract
Sources: Stock Pledge Agreement (Antelope Enterprise Holdings LTD)
Termination; Release. (a) After It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, this Agreement and (x) shall be released by the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein includingPledgee, without limitationthe necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in Section 11 hereof shall survive any such terminationaccordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Banks or, to the extent required by Section 11.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of such Pledgorthe Pledgors, will release the Pledged Collateral being released and execute and deliver to the Pledgors such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination release of such Pledged Collateral from this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby andas reasonably requested by such Pledgor, and will duly assign, transfer and deliver to such the respective Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as described above and is in the possession of the Pledgee.
(b) Following the Lien Termination Date, this Agreement shall terminate, (provided that all indemnities set forth herein including, without limitation, Section 20 hereof, shall survive any such termination) and the Pledgee, at the request and expense of the Pledgors, will execute and deliver to the Pledgors such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreementhereunder.
(c) At any time that any Pledgor desires the Pledgors desire that Pledged Collateral be released as provided in the foregoing Section 19(a28(a) or (b), it shall shall, upon the request of the Pledgee, deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor a Responsible Officer stating that the release of the respective Pledged Collateral is permitted pursuant to Section 19(a28(a) or (b) hereofas the case may be.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the a result of any release of any Pledged Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 1928.
Appears in 1 contract
Sources: Pledge and Security Agreement (Nexstar Broadcasting Group Inc)
Termination; Release. (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) . • In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) . • At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) . • The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Sources: Credit Agreement (Town Sports International Holdings Inc)
Termination; Release. (a) After Upon termination of the Termination Date, Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made this Agreement shall terminate and the security interest Pledged Collateral shall be automatically and without further action released from the Liens in favor of the Collateral Agent and the other Secured Parties created hereby hereby, and all obligations (other than those expressly stated to survive such termination) of each Pledgor to the Collateral Agent or any other Secured Party hereunder shall automatically terminate (provided that terminate, all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive delivery of any instrument or performance of any act by any party. At the sole expense of any Pledgor following any such termination), and the Pledgee, at the request and expense of Collateral Agent shall deliver such Pledgor, will execute and deliver to documents as such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction shall reasonably request to evidence such release and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2)termination.
(b) In the event that If any part of the Collateral is sold shall (i) be sold, transferred or otherwise disposed of (to by any Pledgor in a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedsale, in connection with a sale transfer or other disposition permitted by Section 10.02 the Credit Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, or (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the Credit Agreement, then, in each case such Collateral shall be automatically and without further action released from the security interests created by this Agreement. If a Pledgor is disposed of pursuant to a transaction permitted by the Credit Agreement or is otherwise released at the direction of the Required Lenders from its guarantee pursuant to (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, and to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (xby) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse shall be automatically and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or further action released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.from its obligations under this
Appears in 1 contract
Sources: Security Agreement (Aleris Corp)
Termination; Release. (a) After This Agreement shall automatically terminate and the Pledged Collateral shall automatically be released from the Lien granted hereby upon the satisfaction of the Termination DateConditions. Upon termination hereof, this Agreement and the security interest created Lien granted hereby shall automatically terminate (provided that and all indemnities set forth herein including, without limitation, in Section 11 hereof rights to the Pledged Collateral shall survive any such termination), and automatically revert to the Pledgee, at the request and expense of such Pledgor, will execute and deliver applicable Pledgor or to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral other person as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released entitled thereto pursuant to this Agreement, together with any moneys at the time held by the Pledgee Order or any of its sub-agents hereunder and, other applicable Legal Requirement. The Lien granted hereby shall be automatically released and shall automatically terminate with respect to any Pledged Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on i) to the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of extent that such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Pledged Collateral is sold or otherwise disposed transferred as part of (any sale or other transfer permitted under the Credit Agreement or under any other Loan Document to a Person other than that is not a Loan Party, (ii) to the extent such Pledged Collateral is owned by a Loan Party, upon the release of such Loan Party from its Guarantee otherwise in accordance with the Loan Documents, (iii) to the extent such Pledged Collateral becomes Excluded Assets or (iv) to the extent approved, authorized or ratified in writing in accordance with Section 11.02 of the Credit Agreement. For the avoidance of doubt, a Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Loan Party in accordance with the Credit Agreement.
(b) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in In connection with a sale any termination or other disposition permitted by release pursuant to paragraph (a) of this Section 10.02 of 10.3, so long as the Credit Agreement Borrower shall have provided the Collateral Agent with such certifications or is otherwise released at documents as the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y)Collateral Agent shall reasonably request, the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will Collateral Agent shall execute and deliver to any Pledgor, at such documentationPledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Pledgor to effect such release, including termination or partial release statements delivery of certificates, securities and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreementinstruments.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination)terminate, and the PledgeeCollateral Agent shall, at the request and expense of such Pledgorthe Pledgors, will execute and deliver to such Pledgor the Pledgors as promptly thereafter as reasonably practicable a proper instrument or instruments (including UCC termination statements) provided to it acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby andAgreement, and will duly assign, transfer and deliver to such Pledgor the Pledgors (without recourse and without any representation or warrantywarranty other than a representation that the Collateral Agent has not granted any lien on or security interest in the Collateral) such of the Collateral as may be in the possession of the Pledgee Collateral Agent or any of its sub-agents and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys proceeds of Collateral at the time held by the Pledgee Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2)hereunder.
(b) Notwithstanding anything to the contrary contained above, upon the presentment of satisfactory evidence to the Collateral Agent in its sole discretion that all obligations evidenced by any Pledged Note have been repaid or otherwise satisfied or forgiven in full, and that any payments received by the applicable Pledgor were permitted to be received by such Pledgor pursuant to Section 6 hereof, the Collateral Agent shall, upon the request and at the expense of such Pledgor, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in such Pledged Note) such Pledged Note if same is then in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement.
(c) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 4.16 of the Credit Agreement Indenture or is otherwise released at the direction in accordance with Section 11.05 of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, Indenture and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (sales or from such release) release are applied in accordance with with, and to the terms of extent required by, the Credit Agreement or such other Secured Debt Agreement, as the case may beIndenture, to the extent required to be so applied, the PledgeeCollateral Agent, at the request and expense of such Pledgorthe Pledgors, 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 the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case Collateral Agent or any of Collateral held by any its sub-agent designated pursuant to Section 4 hereto, such sub-agent) agents and has not theretofore been released pursuant to this Agreement.
(cd) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(asubsection (a), (b) or (bc), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) Collateral Agent a certificate signed by an authorized its chief financial officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 19(asuch subsection (a), (b) or (b) hereofc).
(de) The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 1918.
Appears in 1 contract
Termination; Release. (a) If any of the Collateral is (i) sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Loan Agreement and the other Loan Documents (other than any sale, transfer or disposition to another Pledgor), or (ii) sold, transferred, pledged, hypothecated or otherwise made subject to a Lien in favor of a Warehouse Lender permitted pursuant to clause (i) of the definition of Permitted Liens, then, in either case, the Lien created pursuant to this Agreement in such Collateral shall be released, and the Secured Party, at the reasonable request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or advisable for the release of such Collateral from the Lien created hereby; provided that Holdings shall provide to the Secured Party an officer’s certificate certifying that such sale, transfer or other disposition was effected in compliance with the Loan Documents.
(b) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided provided, that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the PledgeeSecured Party, at the request and expense of such the respective Pledgor, (i) will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statementsstatements on form UCC-3) acknowledging the satisfaction and termination of this Agreement Agreement, (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and ii) will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Secured Party and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at Agreement and (iii) will take all other actions reasonably requested by such Pledgor to evidence the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a satisfaction and termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any a Pledgor desires that the Secured Party take any action to acknowledge or give effect to any release of Collateral be released as provided in pursuant to the foregoing Section 19(a9.4(a) or (b), it such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) Secured Party a certificate signed by an authorized officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 19(a9.4(a) or (b) hereof).
(d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 19.
Appears in 1 contract
Termination; Release. (a) After the Termination DateDate (defined below), this Agreement shall terminate and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the PledgeeAdministrative Agent, at the request and expense of such Pledgorthe Pledgors, will promptly execute and deliver to such each Pledgor a proper instrument or instruments (including UCC Uniform Commercial Code termination statementsstatements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby andAgreement, and will duly assign, transfer and deliver to such each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Administrative Agent and as which has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, together with any moneys at “Termination Date” shall mean the time held by date of expiration of all applicable preference periods following the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination date upon which all of the agreement relating thereto executed Secured Obligations have been paid. So long as (A) no Default or Event of Default has occurred and delivered by is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the issuer Credit Agreement exists, upon (i) the sale or other disposition of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral that is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted not prohibited by the Credit Agreement requires a release of the relevant Collateral or any other Loan Document, (xii) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, Proceeds in connection with a sale the acquisition of any property or other disposition permitted by Section 10.02 to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Credit Agreement or is otherwise released Collateral at the direction of the Required Lenders Administrative Agent or (or all iv) the Lenders if required pledge by Section 13.12 any Pledgor of the Credit Agreement) or (y) at Voting Stock and/or Capital Stock of any time thereafterSecuritization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this Agreement and the Lien of this Agreement shall be terminated with respect to the extent permitted by the other Secured Debt Agreements, such Collateral. Upon and after any and all releases contemplated in the case of two immediately preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgeeparagraphs, at the request and at the sole cost and expense of such Pledgorthe Pledgors, will duly release from the security interest created hereby (and Administrative Agent will execute and deliver such documentation, including termination or partial release statements statements, a release letter and the like in connection therewith) and assign, transfer and deliver to such Pledgor any similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, upon request of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (orAdministrative Agent, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any each Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) Administrative Agent a certificate signed by an authorized officer of such Pledgor stating that the each release of the respective Collateral is permitted pursuant to this Section 19(a) or (b) hereof.
(d) 25.8. The Pledgee Administrative Agent shall have no liability whatsoever to any other Secured Creditor Lender as the result of any release of Collateral by it in accordance with (or which the Collateral Administrative Agent in good faith the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 1925.8.
Appears in 1 contract
Sources: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
Termination; Release. (a) After This Agreement shall terminate and the Termination Date, Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrower that the principal of and interest and premium (if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interest created hereby interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth herein includingrights to the Collateral shall revert to the applicable Credit Party. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, without limitation, in Section 11 hereof the applicable Creditor shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Credit Party all releases or instruments (including UCC termination statements) acknowledging other documents reasonably necessary and in form reasonably satisfactory to the satisfaction and termination of this Agreement (includingCredit Party, without limitationany vessel registry or other registry, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance)as applicable, and will duly take such reasonable further actions for the release of such Collateral from the security interest interests created hereby andthereby, upon the written request and will duly at the sole cost and expense of the Credit Parties, assign, transfer and deliver to such Pledgor (the Credit Parties, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Pledgee such Creditor and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Securityother Collateral, a Partnership Interest with such endorsements or a Limited Liability Company Interest proper documents and instruments (other than an Uncertificated Security, Partnership Interest including UCC-3 termination statements or Limited Liability Company Interest credited on releases) acknowledging the books of a Clearing Corporation termination hereof or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer release of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt AgreementCollateral, as the case may be.
(b) If any of the Collateral is sold, transferred or otherwise disposed of by any Credit Party (other than to another Credit Party) in a transaction permitted by this Agreement, then the extent required lien created pursuant to any Security Document in such Collateral shall be so appliedreleased, and the Pledgeeapplicable Creditor, at the request and sole expense of such PledgorCredit Party, will duly release from the security interest created hereby (and will shall promptly execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse Credit Party all releases or other documents reasonably necessary and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver form reasonably satisfactory to the Pledgee (Credit Party and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of take such Pledgor stating that reasonable further actions for the release of such Collateral from the respective Collateral is permitted pursuant to Section 19(a) or (b) hereof.
(d) The Pledgee security interests created thereby, provided that the applicable Credit Party shall have no liability whatsoever delivered to any other Secured Creditor as the result of any release of Collateral by it in accordance with such Creditor, at least five (5) Banking Days (or which such shorter period of time acceptable to such Creditor) prior to the date of the proposed release, a certificate of a Responsible Officer of such Credit Party with request for release identifying the relevant Collateral Agent and certifying that such transaction is in good faith believes to be in accordance with) compliance with this Section 19Agreement and the Security Documents.
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Termination; Release. (a) After On the Termination Date, this Agreement and the security interest created hereby shall automatically and irrevocably terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statementsstatements and control agreement terminations) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release automatically and irrevocably be released from the security interest created hereby and, and will duly promptly assign, transfer and deliver to such Pledgor or its designee on behalf of such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2).
(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (xNotes Secured Party) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminatedTermination Date, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement Indenture or is otherwise released at in accordance with the direction terms of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, Indenture Documents and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, Indenture Documents to the extent required to be so applied, the PledgeeCollateral Agent, at the written request and sole expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 heretohereof, such sub-agent) and has not theretofore been released pursuant to this Agreement.
(c) . At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a20(a) or (b), it shall deliver to the Pledgee Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating certifying that the release of the respective Collateral is permitted pursuant to the Indenture Documents, including Section 19(a20(a) or (b) hereof.
(dc) The Pledgee Collateral Agent shall have no liability whatsoever to any other Notes Secured Creditor Party as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 1920.
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