Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival Date, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the Control Agreement and authorization of the filing of any UCC-3 financing statements. No Collateral shall be released prior to the Specified Survival Date except as otherwise expressly provided hereunder or under the Control Agreement or otherwise agreed to by Secured Party. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens of Secured Party on the Collateral, shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 6 contracts
Samples: Pledge and Security Agreement (Oaktree Specialty Lending Corp), Pledge and Security Agreement (Fifth Street Asset Management Inc.), Pledge and Security Agreement (Oaktree Strategic Income Corp)
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under set forth in Section 2.06(d) of the Control Agreement or otherwise agreed to by Secured PartyLoan Agreement. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Birch-or Equity Holdings, LLC), Pledge and Security Agreement (KKR Fresh Aggregator L.P.), Pledge and Security Agreement (KKR 2006 Fund L.P.)
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under set forth in Section 2.09(d) of the Control Margin Loan Agreement or as otherwise agreed to by Secured Partybetween the parties. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Riverstone VI Centennial QB Holdings, L.P.), Pledge and Security Agreement (Riverstone VI Centennial QB Holdings, L.P.)
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the Control Agreement and authorization of the filing of any UCC-3 financing statements. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under set forth in Section 2.06(d) of the Control Agreement or otherwise agreed to by Secured PartyLoan Agreement. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control AgreementGrantor. At the request and sole expense of Pledgor Grantor following any such termination, Secured Party shall deliver to Pledgor Grantor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor Grantor such documents as Pledgor Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival payment in full of the Secured Obligations, other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued; provided that unless a Potential Event of Default with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date except as otherwise has been designated, when no amounts are or thereafter may become payable or Shares deliverable by Counterparty with respect to any Secured Obligations relating to a particular Transaction (other than (i) those not then due and expressly provided hereunder stated to survive termination or under the Control Agreement (ii) contingent indemnification obligations for which no claim has been asserted or otherwise agreed accrued), Secured Party will return to by Secured PartyGrantor all Collateral relating to such Transaction. Notwithstanding the foregoing, if at any time, any payment to Secured Party in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, liquidation, winding up, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, shall be automatically reinstated and Pledgor Grantor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party each Applicable Lender and Pledgor the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control AgreementGrantor. At the request and sole expense of Pledgor the Grantor following any such termination, Secured Party each Applicable Lender shall deliver to Pledgor the Grantor any Collateral held by Secured Party such Applicable Lender hereunder, and execute and deliver to Pledgor the Grantor such documents as Pledgor the Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization Agreement. Except as expressly set forth in the Loan Agreement, including but not limited to Section 2.08(d) of the filing of any UCC-3 financing statements. No Loan Agreement, no Collateral shall be released prior to the Specified Survival Date except as otherwise payment in full of the Secured Obligations, other than (i) those not then due and expressly provided hereunder stated to survive termination or under the Control Agreement (ii) contingent indemnification obligations for which no claim has been asserted or otherwise agreed to by Secured Partyaccrued. Notwithstanding the foregoing, if at any time, any payment to an Applicable Lender in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party Applicable Lenders on the Collateral, shall be automatically reinstated and Pledgor the Grantor shall promptly deliver any documentation reasonably requested by Secured Party any Applicable Lender to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party the Security Agent and Pledgor Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control AgreementGrantor. At the request and sole expense of Pledgor Grantor following any such termination, Secured Party the Security Agent shall deliver to Pledgor Grantor any Collateral held by Secured Party the Security Agent hereunder, and execute and deliver to Pledgor Grantor such documents as Pledgor Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreements. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations, other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, except as otherwise expressly provided hereunder or under set forth in Clauses 19.4, 19.5, 19.6, 19.8, 19.9 and 19.10 of the Control Agreement or otherwise agreed to by Secured PartyLoan Agreement. Notwithstanding the foregoing, if at any time, any payment to the Security Agent in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, liquidation, winding up, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party the Security Agent on the Collateral, shall be automatically reinstated and Pledgor Grantor shall promptly deliver any documentation reasonably requested by Secured Party the Security Agent to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control AgreementGrantor. At the request and sole expense of Pledgor Grantor following any such termination, Secured Party shall deliver to Pledgor Grantor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor Grantor such documents as Pledgor Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date except as otherwise payment in full of the Secured Obligations, other than (i) those not then due and expressly provided hereunder stated to survive termination or under the Control Agreement (ii) contingent indemnification obligations for which no claim has been asserted or otherwise agreed to by Secured Partyaccrued. Notwithstanding the foregoing, if at any time, any payment to Secured Party in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, liquidation, winding up, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, shall be automatically reinstated and Pledgor Grantor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under set forth in Section 2.06 of the Control Agreement or otherwise agreed to by Secured PartyLoan Agreement. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party each Applicable Lender and Pledgor Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control AgreementGrantor. At the request and sole expense of Pledgor Grantor following any such termination, Secured Party each Applicable Lender shall deliver to Pledgor Grantor any Collateral held by Secured Party such Applicable Lender hereunder, and execute and deliver to Pledgor Grantor such documents as Pledgor Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations, other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, except as otherwise expressly provided hereunder or under set forth in Section 2.06(d) of the Control Agreement or otherwise agreed to by Secured PartyLoan Agreement. Notwithstanding the foregoing, if at any time, any payment to an Applicable Lender in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, liquidation, winding up, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party Applicable Lenders on the Collateral, shall be automatically reinstated and Pledgor Grantor shall promptly deliver any documentation reasonably requested by Secured Party any Applicable Lender to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full (other than contingent indemnification obligations for which no claim has been asserted or accrued), at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under set forth in Section 2.06(d) of the Control Agreement or otherwise agreed to by Secured PartyLoan Agreement. Notwithstanding the foregoing, if at any time, time any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, hereunder and the liens Liens of Secured Party on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival Dateearliest to occur of (i) the termination of the Equity Support Agreement pursuant to Section 8 thereof and (ii) the time at which the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral (or portion specified above, if less) shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of each Secured Party Party, Collateral Agent and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, each Secured Party shall deliver deliver, or cause to be delivered, to Pledgor any Collateral held by or on behalf of Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice from Collateral Agent to any securities intermediary terminating the Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under agreed between the Control Agreement or otherwise agreed to by Secured Partyparties. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of each Secured Party and Collateral Agent on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by any Secured Party or Collateral Agent (as applicable) to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (TH International LTD)
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations have been paid in full other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party the Security Agent and Pledgor Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control AgreementGrantor. At the request and sole expense of Pledgor Grantor following any such termination, Secured Party the Security Agent shall deliver to Pledgor Grantor any Collateral held by Secured Party the Security Agent hereunder, and execute and deliver to Pledgor Grantor such documents as Pledgor Grantor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreements. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations, other than (i) those not then due and expressly stated to survive termination or (ii) contingent indemnification obligations for which no claim has been asserted or accrued, except as otherwise expressly provided hereunder or under set forth in Clauses 19.4, 19.5, 19.6, 19.8, 19.9 and 19.10 of the Control Agreement or otherwise agreed to by Secured PartyMargin Loan Agreement. Notwithstanding the foregoing, if at any time, any payment to the Security Agent in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, liquidation, winding up, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party the Security Agent on the Collateral, shall be automatically reinstated and Pledgor Grantor shall promptly deliver any documentation reasonably requested by Secured Party the Security Agent to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party shall deliver to Pledgor any Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the Control Agreement and authorization of the filing of any UCC-3 financing statements. No Collateral shall be released prior to the Specified Survival Date except as otherwise expressly provided hereunder payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or under the Control Agreement or otherwise agreed to by Secured Partyaccrued). Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Specified Survival DateCommitments have been terminated in full and the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Collateral Agent and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor; provided that Secured Party shall deliver a notice pursuant to the Section 10 of the Control Agreement to the Securities Intermediary terminating the Control Agreement. At the request and sole expense of Pledgor following any such termination, Secured Party Collateral Agent shall deliver to Pledgor any Collateral held by Secured Party hereunder, Collateral Agent hereunder and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating the any applicable Control Agreement and authorization of the filing of any UCC-3 financing statementsAgreement. No Collateral shall be released prior to the Specified Survival Date payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as otherwise expressly provided hereunder or under set forth in Section 2.06(d) of the Control Margin Loan Agreement or otherwise agreed to by Secured Partywith the consent of the Collateral Agent. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the liens Liens of Secured Party Collateral Agent on the Collateral, Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Secured Party Collateral Agent to evidence such reinstatement. This Section 10(c) shall survive the termination of this Security Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (Patel Tushar Bhikhubhai)