Common use of Continuing Security Interest; Assignments Under the Credit Agreement; Release Clause in Contracts

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 5 contracts

Samples: Security Agreement (Gardner Denver Holdings, Inc.), Credit Agreement (PRA Health Sciences, Inc.), Security Agreement (PRA Health Sciences, Inc.)

AutoNDA by SimpleDocs

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Collateral Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor U.S. Institution Subsidiary and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other thanPayment in Full, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Each U.S. Institution Subsidiary shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Party, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), this Section 6.5 (b) or (c), the Collateral Agent shall execute and deliver to any Grantoreach U.S. Institution Subsidiary, at such GrantorU.S. Institution Subsidiary’s expense, all documents that such Grantor U.S. Institution Subsidiary shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 4 contracts

Samples: Credit Agreement, Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and have been terminated, all Letters of Credit shall have expired or terminated terminated, and after all Letter of Credit Outstandings shall have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash CollateralizedCollateralized in a manner reasonably satisfactory to the applicable Letter of Credit Issuers) (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Pledgor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: First Lien Pledge Agreement (National Vision Holdings, Inc.), First Lien Pledge Agreement (National Vision Holdings, Inc.), First Lien Pledge Agreement (National Vision Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all the First Lien Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, ) under the Credit Documents and any Secured Hedge Obligations or any Secured Cash Management Obligations) Additional First Lien Agreements shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any First Lien Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder and the pledge of such Subsidiary Pledgor shall be automatically released (x) as it relates to the Obligations (as defined in Obligations, upon the consummation of any transaction permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement Subsidiary Guarantor and (y) as it relates to any Pari Passu ObligationsAdditional First Lien Obligations under any Additional First Lien Agreement, if it upon the consummation of any transaction permitted by such Additional First Lien Agreement, as a result of which such Subsidiary Pledgor ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreementthereunder. (c) The Subject to the terms of any Intercreditor Agreement, the Security Interest granted hereby Interests in any Collateral created hereby shall be automatically be released and such Collateral sold free and clear of the Lien and Security Interests created hereby (Ax) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement and (ii) any Additional First Lien Agreements or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and any applicable provision in any Additional First Lien Agreement and (By) as it relates to any Pari Passu Obligations, in whole or in part, as otherwise provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyapplicable Intercreditor Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: Pledge Agreement, Credit Agreement (Serena Software Inc), Pledge Agreement (Serena Software Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, due and the Commitments shall be have terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: Second Lien Pledge Agreement, Second Lien Pledge Agreement (BrightView Holdings, Inc.), Second Lien Pledge Agreement (BrightView Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the date on which all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and have been terminated, all Letters of Credit shall have expired or terminated terminated, and after all Letter of Credit Outstandings shall have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: First Lien Security Agreement (National Vision Holdings, Inc.), First Lien Security Agreement (National Vision Holdings, Inc.), First Lien Security Agreement (National Vision Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, and the Commitments shall be have terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Pledgor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: Pledge Agreement (National Vision Holdings, Inc.), Second Lien Pledge Agreement (National Vision Holdings, Inc.), Second Lien Pledge Agreement (National Vision Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: Credit Agreement (Avago Technologies LTD), Security Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.), Security Agreement (Serena Software Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the date on which all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 3 contracts

Samples: Second Lien Security Agreement, Second Lien Security Agreement (BrightView Holdings, Inc.), Second Lien Security Agreement (BrightView Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. This Pledge Agreement and the security interest granted hereby shall terminate on the first date on which all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementBorrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Pledgor with respect to such Collateral permitted under and the Credit Agreement and each Pari Passu Agreement shall result security interest granted hereby in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Rockwood Holdings, Inc.), Pledge Agreement (Rockwood Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Banks), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Subject to the terms of the Intercreditor Agreement, a Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Subject to any applicable terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Del Monte Foods Co)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all Obligations (other than, in each case, than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) and the Collateral of such Grantor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu AgreementCollateral not prohibited under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and Agreement, (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (Biii) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any extent such release is required pursuant to the terms of any Intercreditor Agreement then in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyeffect. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorGrantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Security Agreement (PRA Health Sciences, Inc.), Security Agreement (PRA Health Sciences, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding E-11 EAST\142256231.3 (or all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings outstanding shall have been Cash Collateralized) , otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party in accordance with Guarantor, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Collateralized in a manner reasonably satisfactory to the applicable Letter of Credit Issuers), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder and the Collateral of such Pledgor shall be automatically released (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(sprovisions(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released from the Liens of this Agreement (Ax) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (By) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the any Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Pledge Agreement (Gardner Denver Holdings, Inc.), Credit Agreement (PRA Health Sciences, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the date on which all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and have been terminated, all Letters of Credit shall have expired or terminated terminated, and after all Letter of Credit Outstandings shall have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: First Lien Security Agreement (BrightView Holdings, Inc.), First Lien Security Agreement (BrightView Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Collateralized in a manner reasonably satisfactory to the applicable Letter of Credit Issuers), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral to a Person that is not a Credit Party permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Pledge Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Pledge Agreement (RBC Bearings INC), Pledge Agreement (RBC Bearings INC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and have been terminated, all Letters of Credit shall have expired or terminated terminated, and after all Letter of Credit Outstandings shall have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash CollateralizedCollateralized in a manner reasonably satisfactory to the applicable Letter of Credit Issuers) (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: First Lien Pledge Agreement (BrightView Holdings, Inc.), First Lien Pledge Agreement (BrightView Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all Obligations (other than, in each case, than (x) any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due, due and (y) any Secured Hedge Obligations or any Secured Cash Management ObligationsObligations that have been collateralized, back-stopped or otherwise provided for) shall have been satisfied by payment in full, the Commitments shall be have been terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings shall have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been zero, Cash Collateralized) , backstopped or otherwise provided for in accordance with the terms of the Credit Agreement (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) and the Collateral of such Grantor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu AgreementCollateral not prohibited under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorGrantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Holdings or a Subsidiary Pledgor, as applicable, shall automatically be released from its obligations hereunder and the Collateral of such Pledgor shall be automatically released (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(sprovisions(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released from the Liens of this Agreement (Ax) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (By) as it relates to the Obligations securing any Pari Passu ObligationsObligations of any series will be released, in whole or in part, as provided in the any Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Pledge Agreement, Pledge Agreement (Del Monte Foods Co)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully Cash Collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuers), notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale, transfer or other disposition by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being shall be automatically released and such Collateral sold, transferred or disposed of, as applicable, of free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Security Agreement (Energy Future Holdings Corp /TX/)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor the Grantors and the their respective successors and assigns thereof and shall inure enure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which (i) the Loans, together with interest, Fees, and all other Obligations under the Credit Documents and each Pari Passu Agreement (other thanthan contingent obligations, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) , Secured Hedge Obligations and Secured Bank Product Obligations), shall have been satisfied by payment in fullfull and (ii) any Commitments shall have been terminated (such date, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations“Termination Date”). (b) A Each Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest security interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest security interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantorthe Grantors, at such Grantor’s the Grantors’ expense, all documents that such Grantor the Grantors shall reasonably request to evidence such termination or release, subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 7.4 shall be without recourse to to, or representation or warranty by by, the Collateral AgentAgent (except a representation that the Collateral Agent has not assigned such Collateral nor created a Lien on or otherwise encumbered the same).

Appears in 2 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which the Loans, together with interest, Fees, and all other Obligations under the Credit Documents and each Pari Passu Agreement (other thanthan contingent obligations, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) , Secured Hedge Obligations and Secured Bank Product Obligations), shall have been satisfied by payment in fullfull and any Commitments shall have been terminated (such date, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations“Termination Date”). (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release, subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party Guarantor in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Pledge Agreement (Dollar General Corp), Pledge Agreement (Dollar General Corp)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) ), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Guarantor, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), this Section 6.5 (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Credit Agreement (Laureate Education, Inc.), Security Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully Cash Collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuer), notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement, Secured Hedging Agreement, Secured Commodity Hedging Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Obligations. (b) A Grantor Subject to the terms of the Intercreditor Agreement, a Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of such Pledgor shall be automatically released (x) as it relates to the Obligations “Obligations” (as defined in the Credit Agreement) if it ), upon the consummation of any transaction permitted under the Credit Agreement, as a result of which such Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement Guarantor and (y) as it relates to the First Lien Obligations under any Pari Passu ObligationsAdditional First Lien Agreement, if it upon the consummation of any transaction permitted under such Additional First Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Pari Passu Additional First Lien Agreement pursuant to the applicable provision(s) of such Pari Passu Additional First Lien Agreement. (c) The Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically be released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (B) any applicable provision of any Additional First Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and any applicable provision of any Additional First Lien Agreement then in effect and (Biii) as it relates to any Pari Passu Obligations, in whole or in part, as otherwise may be provided in the Pari Passu Agreement governing such obligationsIntercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien Liens and Security Interest created herebyof this Pledge Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Pledge Agreement, Pledge Agreement (Energy Future Holdings Corp /TX/)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the date on which all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall 6.5shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Second Lien Security Agreement (National Vision Holdings, Inc.), Second Lien Security Agreement (National Vision Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully Cash Collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuer), notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and Security Interest in the Obligations (as defined in Collateral of such Pledgor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it , as a result of which such Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementGuarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Pledge Agreement (Energy Future Holdings Corp /TX/)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all the Obligations (other than, in each case, than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted not prohibited under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Liens of this Pledge Agreement. (c) The Security Interest created herebygranted hereby in any Collateral shall automatically be released as it relates to the Obligations (i) to the extent provided for in Section 13.1 of the Credit Agreement, (ii) upon the effectiveness of any written consent to the release of the Security Interest granted in such Collateral pursuant to Section 13.1 of the Credit Agreement and (iii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement then in effect. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Pledgor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent Trustee and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Designated Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction expressly permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it Parent or otherwise ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor or a CFC Pledgor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.01 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest security interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent Trustee shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral AgentTrustee. (e) In connection with the issuance of any Registered Notes (as defined in the Credit Agreement), the Collateral Trustee shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence the release of liens on the Equity Collateral; provided that any such release shall be provided only to the extent that (x) the holders of such Registered Notes or the trustee with respect to such Registered Notes, as applicable, are not granted a lien on such Equity Collateral, (y) such release is necessary to enable the Pledgors not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act and (z) any request for release of the foregoing pledges shall be accompanied by a certificate of an Authorized Officer of the Parent Pledgor in compliance with the requirements set forth in Section 13.11(d) of the Credit Agreement.

Appears in 1 contract

Samples: Term Loan Pledge Agreement (MRC Global Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully Cash Collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuers), notwithstanding that from time to time during the term of the Credit Agreement, any Additional First Lien Agreements and any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement the Credit Parties may be free from any First Lien Obligations. (b) A Subject to the terms of the Intercreditor Agreement, a Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released (x) as it relates to the Obligations “Obligations” (as defined in the Credit Agreement) if it ), upon the consummation of any transaction permitted under the Credit Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement Subsidiary Guarantor and (y) as it relates to the First Lien Obligations under any Pari Passu ObligationsAdditional First Lien Agreement, if it upon the consummation of any transaction permitted under such Additional First Lien Agreement, as a result of which such Subsidiary Guarantor ceases to be a guarantor under such Pari Passu Additional First Lien Agreement pursuant to the applicable provision(s) of such Pari Passu Additional First Lien Agreement. (c) The Subject to the terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall automatically be released (i) if (and to the extent) provided in (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (B) any applicable provision of any Additional First Lien Agreement, (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and any applicable provision of any Additional First Lien Agreement and (Biii) as it relates to any Pari Passu Obligations, in whole or in part, as otherwise may be provided in the Pari Passu Agreement governing such obligationsIntercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Energy Future Holdings Corp /TX/)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Credit Agreement Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuers), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be auto- matically released upon the consummation of any transaction permitted under the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. Any release of Collateral permitted by this clause (c) and clause (b) above will be deemed not to impair the Liens created by the Security Documents in contravention thereof and any person that is required to deliver an officer's certificate or opinion of counsel pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all Obligations (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Term Loan Security Agreement (Academy Sports & Outdoors, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and the obligations of each Pari Passu Grantor under this Security Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. This Security Agreement and the security interest granted hereby shall terminate on the first date on which all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementBorrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Security Agreement (Rockwood Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (or all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings Outstanding shall have been Cash Collateralized) ), notwithstanding that from time to time during the term of the Credit AgreementAgreement and any Existing Secured Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party Guarantor in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (First Data Corp)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Credit Agreement Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuer), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. Any release of Collateral permitted by this clause (c) and clause (b) above will be deemed not to impair the Liens created by the Security Documents in contravention thereof and any person that is required to deliver an officer's certificate or opinion of counsel pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. (d) In the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement; provided that in any such case the Administrative Agent and the Borrower agree to negotiate in good faith to find and implement a mutually agreed solution to such additional subsidiary reporting requirement (it being understood that in the case of the 3-16 Reporting Subsidiaries, the Borrower shall promptly, and in any event within 90 days of the additional subsidiary reporting requirement taking effect with respect to any 3-16 Reporting Subsidiary or such longer period that the Collateral Agent may agree to, file the required financial statements of such 3-16 Reporting Subsidiary with the SEC and re-pledge the Equity Interests of such 3-16 Reporting Subsidiary hereunder). Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement. (e) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) (c) or (cd), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and the obligations of each Pari Passu Grantor under this Security Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have expired been cash collateralized or terminated and after all otherwise provided for in a manner satisfactory to the Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementBorrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to foregoing paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section subsection 6.5 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Security Agreement (Accellent Corp.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations) until the earlier of (A) (i) all Credit Agreement Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, (ii) the Commitments under the Credit Agreement shall be terminated and (iii) no Letters of Credit shall be outstanding (or all such Letters of Credit shall have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Issuing Bank) or (B) a Collateral Fall-Away Event relating to and subsequent to the Collateral Trigger Event giving rise to this Pledge Agreement shall have occurred. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such any Collateral pursuant to Section 13.1 9.02 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. Any release of Collateral permitted by this clause (c) and clause (b) above will be deemed not to impair the Liens created by the Security Documents in contravention thereof and any person that is required to deliver an officer’s certificate or opinion of counsel pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. (d) In the event that Rule 3-16 of Regulation S-X of the Exchange Act of 1934 is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Company due to the fact that the Equity Interests of such Subsidiary are pledged under this Pledge Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement; provided that in any such case the Administrative Agent and the Company agree to negotiate in good faith to find and implement a mutually agreed solution to such additional subsidiary reporting requirement (it being understood that in the case of the 3-16 Reporting Subsidiaries, the Company shall promptly, and in any event within 90 days of the additional subsidiary reporting requirement taking effect with respect to any 3-16 Reporting Subsidiary or such longer period that the Collateral Agent may agree to, file the required financial statements of such 3-16 Reporting Subsidiary with the SEC and re-pledge the Equity Interests of such 3-16 Reporting Subsidiary hereunder). Notwithstanding anything to the contrary in this Pledge Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Pledge Agreement because Rule 3-16 of Regulation S-X of the Exchange Act of 1934 would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-16 of Regulation S-X of the Exchange Act of 1934 is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Pledge Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Pledge Agreement. (e) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) (c) or (cd), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent Trustee and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Designated Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction expressly permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it Parent or otherwise ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates If pursuant to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement (including pursuant to Sections 6.02 and (ii9.13 thereof) upon the effectiveness of any Collateral subject hereto shall at any time cease to be required to be pledged hereunder or thereunder, or if any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.01 of the Credit Agreement and (B) as it relates shall become effective, the obligations of the applicable Pledgor with respect to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement shall be automatically released and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, will thereafter be free and clear of the Lien and Security Interest security interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent Trustee shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral AgentTrustee. (e) In connection with the issuance of any Registered Notes (as defined in the Credit Agreement), the Collateral Trustee shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence the release of liens on the Equity Collateral; provided that any such release shall be provided only to the extent that (x) the holders of such Registered Notes or the trustee with respect to such Registered Notes, as applicable, are not granted a lien on such Equity Collateral, (y) such release is necessary to enable the Pledgors not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act and (z) any request for release of the foregoing pledges shall be accompanied by a certificate of an Authorized Officer of the Parent Pledgor in compliance with the requirements set forth in Section 13.11(d) of the Credit Agreement.

Appears in 1 contract

Samples: Refinancing Amendment and Successor Administrative Agent Agreement (MRC Global Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) ), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Guarantor, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), this Section 6.5 (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. EAST\142256231.3 Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other thanFull Payment, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Designated Hedge Agreement the Credit Parties may be free from any Secured Obligations. (ba) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in pledge of such Subsidiary Pledgor shall be released upon the Credit Agreement) if it ceases to be a Credit Party circumstances set forth in, and in accordance with with, Section 13.1 11.11 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (cb) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates If pursuant to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement (including pursuant to Sections 5.02 and (ii7.12 thereof) upon the effectiveness of any Collateral subject hereto shall at any time cease to be required to be pledged hereunder or thereunder, or if any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 12.01 of the Credit Agreement and (B) as it relates shall become effective, the Collateral Agent will release the obligations of the applicable Pledgor with respect to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, will thereafter be free and clear of the Lien and Security Interest security interests created herebyhereby upon the circumstances set forth in, and in accordance with, Section 11.11 of the Credit Agreement. (dc) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Term Loan Pledge Agreement (MRC Global Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all the First Lien Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, ) under the Credit Documents and any Secured Hedge Obligations or any Secured Cash Management Obligations) Additional First Lien Agreements shall have been satisfied by payment in fullfull (or all Letters of Credit Outstanding shall have been Cash Collateralized), the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement, Secured Hedge Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Obligations. (b) A Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations “Obligations” (as defined in the Credit Agreement) ), if it ceases to be a Credit Party U.S. Guarantor in accordance with Section 13.1 14.1 of the Credit Agreement and (y) as it relates to the First Lien Obligations under any Pari Passu ObligationsAdditional First Lien Agreement, if it ceases to be a guarantor under such Pari Passu Additional First Lien Agreement pursuant to the any applicable provision(s) of such Pari Passu Additional First Lien Agreement. (c) The Security Interest granted hereby in Subject to any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 applicable terms of the Credit First Lien Intercreditor Agreement on and (ii) upon after the effectiveness of any written consent to the release of First Lien Intercreditor Effective Date, the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby.in (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementBorrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section subsection 6.5 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Security Agreement (Jostens IH Corp.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementCredit. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral to a Person that is not a Credit Party permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (RBC Bearings INC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and the obligations of each Pari Passu Grantor under this Security Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. This Security Agreement and the security interest granted hereby shall terminate on the first date on which all of the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Grantor ceases to be a Credit Party in accordance with Section 13.1 Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementUS Borrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Rockwood Specialties Group Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction expressly permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest security interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Term Loan Pledge Agreement (McJunkin Red Man Holding Corp)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties Parties, and their respective successors, indorsees, transferees and assigns assigns, until (x) all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, (y) the Commitments shall be terminated and all (z) no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations; upon clauses (x), (y) and (z) being satisfied, the Collateral shall be released from the Liens created hereby, all rights to the Collateral shall revert to the Pledgors and this Pledge Agreement and all obligations (other than those expressly stated to survive such termination either herein or in any other Credit Document) of the Administrative Agent and each Pledgor shall terminate, all without delivery of any instrument or performance of any act by any party. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates and all rights to the Obligations (as defined in Collateral pledged hereunder by such Subsidiary Pledgor shall revert to such Subsidiary Pledgor upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to Borrower, all without delivery of any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) instrument or performance of such Pari Passu Agreementany act by any party. (c) The Security Interest granted hereby in Upon any sale, disposition or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral shall be sold free and clear of the Lien and Security Interest security interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s Pledgor's expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Administrative Agent. Subject to Section 10.2 of the Credit Agreement, it is hereby agreed and understood that, if the ownership of the Closing Date Securitization Subsidiaries is restructured after the Closing Date in such a manner that the Closing Date Securitization Subsidiaries that were owned directly by Borrower on the Closing Date will be subsequently owned indirectly by the Borrower, then the Administrative Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Liens created by this Pledge Agreement relating to such Closing Date Securitization Subsidiaries, and the Borrower will pledge to the Administrative Agent, for the benefit of the Secured Parties, prior to or concurrently with such release, all of the Equity Interests of any new directly owned Closing Date Securitization Subsidiaries created after the Closing Date pursuant to this Pledge Agreement and shall deliver to the Administrative Agent all Collateral Agentrelated to such newly created directly owned Closing Date Securitization Subsidiaries pursuant to the terms hereof.

Appears in 1 contract

Samples: Pledge Agreement (Kindercare Learning Centers Inc /De)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementUS Borrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s Pledgor's expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Pledge Agreement (Rockwood Specialties Group Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and the obligations of each Pari Passu Grantor under this Security Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. This Security Agreement and the security interest granted hereby shall terminate on the first date on which all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementUS Borrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s 's expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Security Agreement (Rockwood Specialties Group Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all the First Lien Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, ) under the Credit Documents and any Secured Hedge Obligations or any Secured Cash Management Obligations) Additional First Lien Agreements shall have been satisfied by payment in fullfull (or all Letters of Credit Outstanding shall have been Cash Collateralized), the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement, Secured Hedge Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Obligations. (b) A Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations “Obligations” (as defined in the Credit Agreement) ), if it ceases to be a Credit Party U.S. Guarantor in accordance with Section 13.1 14.1 of the Credit Agreement and (y) as it relates to the First Lien Obligations under any Pari Passu ObligationsAdditional First Lien Agreement, if it ceases to be a guarantor under such Pari Passu Additional First Lien Agreement pursuant to the any applicable provision(s) of such Pari Passu Additional First Lien Agreement. (c) The Subject to any applicable terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, the Security Interest granted hereby in any Collateral shall be automatically be released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 14.1 of the Credit Agreement and (B) any applicable provision of any Additional First Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and any applicable provision of any Additional First Lien Agreement then in effect and (Biii) as it relates to any Pari Passu Obligations, in whole or in part, as otherwise may be provided in the Pari Passu Agreement governing such obligationsFirst Lien Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien Liens and Security Interest created herebyof this Pledge Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Hca Inc/Tn)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other thanTermination Date, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during prior to the term of the Credit AgreementTermination Date, the Credit Parties Grantors may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Collateral of such Subsidiary Grantor shall be automatically released upon consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Grantor ceases to be a Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary; provided that, the Majority Lenders shall have consented to such transaction (x) as it relates to the Obligations (as defined in extent required by the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of and the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) terms of such Pari Passu Agreementconsent did not provide otherwise. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided in Section 13.1 upon any Disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to another Grantor) and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 13.17 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed Disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to paragraph (aSection 6.5(a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (KKR Financial Holdings LLC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations Obligations not then due, any Secured Hedge ) and the Obligations or any Secured Cash Management Obligations) of each Grantor under this Security Agreement shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreements and Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party U.S. Guarantor in accordance with Section 13.1 12.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically and without further action be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 12.1 of the Credit Agreement, (ii) upon any sale, transfer or other disposition to any Person (other than a Grantor) not prohibited by the Credit Agreement and (iiiii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 12.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge and Security Agreement (Univar Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and permitted assigns until all the Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have expired been cash collateralized or terminated and after all otherwise provided for in a manner satisfactory to the Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement and any Bank Product Agreement (including any Hedge Agreement, ) the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementGuarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Accellent Inc)

AutoNDA by SimpleDocs

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Credit Agreement Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuer), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. Any release of Collateral permitted by this clause (c) and clause (b) above will be deemed not to impair the Liens created by the Security Documents in contravention thereof and any person that is required to deliver an officer’s certificate or opinion of counsel pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. (d) In the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement; provided that in any such case the Administrative Agent and the Borrower agree to negotiate in good faith to find and implement a mutually agreed solution to such additional subsidiary reporting requirement (it being understood that in the case of the 3-16 Reporting Subsidiaries, the Borrower shall promptly, and in any event within 90 days of the additional subsidiary reporting requirement taking effect with respect to any 3-16 Reporting Subsidiary or such longer period that the Collateral Agent may agree to, file the required financial statements of such 3-16 Reporting Subsidiary with the SEC and re-pledge the Equity Interests of such 3-16 Reporting Subsidiary hereunder). Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement. (e) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) (c) or (cd), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan Holdco LLC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all Obligations (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Pledgor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Term Loan Pledge Agreement (Academy Sports & Outdoors, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in fullfull (or all Letters of Credit Outstanding shall have been Cash Collateralized), the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party U.S. Guarantor in accordance with Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 14.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Hca Inc/Tn)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their -11- respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (or all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings outstanding shall have been Cash Collateralized) , otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party in accordance with Guarantor, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations Obligations not then due, any Secured Hedge ) and the Obligations or any Secured Cash Management Obligations) of each Grantor under this Security Agreement shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreements and Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party U.S. Subsidiary Borrower in accordance with Section 13.1 12.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically and without further action be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 12.1 of the Credit Agreement and Agreement, (ii) upon any sale, transfer or other disposition to any Person (other than a Grantor) not prohibited by the Credit Agreement, (iii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 12.1 of the Credit Agreement and (Biv) as it relates with respect to any Pari Passu Obligationsassets constituting Collateral other than ABL Priority Collateral, in whole or in partso long as no Event of Default has occurred and is continuing, as provided in upon such assets being released from the Pari Passu Agreement governing such obligationsLiens created under the Term Credit Documents. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c)) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Abl Pledge and Security Agreement (Univar Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral to a Person that is not a Credit Party permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (RBC Bearings INC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the Termination Date (other thansubject to the reinstatement provision of Section 14 hereof), in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Pledgor shall automatically be released from its obligations hereunder and the Collateral of such Pledgor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement. (xc) The Collateral shall be automatically released from the Lien of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Pledgor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Carbonite Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Credit Agreement Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and shall have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Letter of Credit Outstandings have been Cash Collateralized) Issuers), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. Any release of Collateral permitted by this clause (c) and clause (b) above will be deemed not to impair the Liens created by the Security Documents in contravention thereof and any person that is required to deliver an officer’s certificate or opinion of counsel pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan Holdco LLC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the date on which all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero terminated (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Second Lien Security Agreement (National Vision Holdings, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Serena Software Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof as­ signs thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (or all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings Outstanding shall have been Cash Collateralized) , otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party Guarantor in accordance with Section 13.1 13.l of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. This Pledge Agreement and the security interest granted hereby shall terminate on the first date on which all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementUS Borrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral pursuant to Section 14.1 of the Credit Agreement, the obligations of such Pledgor with respect to such Collateral and the security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement shall be automatically released and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor, at such Grantor’s Pledgor's expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Pledge Agreement (Rockwood Specialties Group Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other thanTermination Date, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during prior to the term of the Credit AgreementTermination Date, the Credit Parties Pledgors may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Collateral of such Subsidiary Pledgor shall be automatically released upon consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Pledgor ceases to be a Subsidiary or otherwise becomes an Excluded Subsidiary; provided that, the Majority Lenders shall have consented to such transaction (x) as it relates to the Obligations (as defined in extent required by the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of and the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) terms of such Pari Passu Agreementconsent did not provide otherwise. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided in Section 13.1 upon any Disposition by any Pledgor of any Collateral that is permitted under the Credit Agreement (other than to another Pledgor) and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 13.17 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed Disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) [Intentionally Omitted]. (e) In connection with any termination or release pursuant to paragraph the foregoing Subsections (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Roan Resources, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent Trustee and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Secured Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Designated Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction expressly permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it Parent or otherwise ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor or a CFC Pledgor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of ofIf pursuant to the Credit Agreement (including pursuant to Sections 6.02 and 9.13 thereof) any Collateral subject hereto shall at any time cease to be required to be pledged hereunder or thereunder, or if any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.114.01 of the Credit Agreement and (B) as it relates shall become effective, the obligations of suchthe applicable Pledgor with respect to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement shall be automatically released and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, soldwill thereafter be free and clear of the Lien and Security Interest security interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent Trustee shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral AgentTrustee. (e) In connection with the issuance of any Registered Notes (as defined in the Credit Agreement), the Collateral Trustee shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence the release of liens on the Equity Collateral; provided that any such release shall be provided only to the extent that (x) the holders of such Registered Notes or the trustee with respect to such Registered Notes, as applicable, are not granted a lien on such Equity Collateral, (y) such release is necessary to enable the Pledgors not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act and (z) any request for release of the foregoing pledges shall be accompanied by a certificate of an Authorized Officer of the Parent Pledgor in compliance with the requirements set forth in Section 13.11(d) of the Credit Agreement.

Appears in 1 contract

Samples: Term Loan Credit Agreement (MRC Global Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have expired been cash collateralized or terminated and after all otherwise provided for in a manner satisfactory to the Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementBorrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Pledge Agreement (Accellent Corp.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all the Obligations (other than, in each case, any contingent indemnity obligations not then dueobligations, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings shall have been reduced to zero (terminated or all such Letters of Credit Cash Collateralized and Letter of Credit Outstandings the Commitments shall have been Cash Collateralized) terminated (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and and/or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall promptly execute and deliver to any GrantorGrantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Grantor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (OneStream, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Banks), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subject to the terms of the Intercreditor Agreement, any Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Pledgor shall be automatically released upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Subject to the terms of the Intercreditor Agreement, the Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Del Monte Foods Co)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns until all Obligations permitted under the Credit Documents and each Pari Passu Agreement until the date on which all the Obligations (other than, in each case, any contingent indemnity obligations not then dueobligations, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings shall have been reduced to zero (terminated or all such Letters of Credit Cash Collateralized and Letter of Credit Outstandings the Commitments shall have been Cash Collateralized) terminated (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower and the applicable Pledgor stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (OneStream, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and the obligations of each Pari Passu Grantor under this Security Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementUS Borrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s 's expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section subsection 6.5 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Security Agreement (Rockwood Specialties Group Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any than contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 Domestic Subsidiary of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementBorrower. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Pledge Agreement (Jostens IH Corp.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the date on which all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations, any Secured Bank Product Obligations, Secured Bank Product Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated have been terminated, all Letters of Credit shall have expired or terminated, and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings Outstanding shall have been reduced to zero (or all such Letters of Credit and Letter Letters of Credit Outstandings Outstanding shall have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement(such date, the Credit Parties may be free from any Obligations“Termination Date”). (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph the foregoing clauses (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release, subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Credit Documents. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Blue Coat, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other thanPayment in Full, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreementprior to Payment in Full, the Credit Parties Grantors may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Collateral of such Subsidiary Grantor shall be automatically released upon consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Grantor ceases to be a Subsidiary; provided that, the Required Lenders shall have consented to such transaction (x) as it relates to the Obligations (as defined in extent required by the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of and the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) terms of such Pari Passu Agreementconsent did not provide otherwise. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided in Section 13.1 upon any Disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to another Grantor) and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 13.17 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed Disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) [Intentionally Omitted]. (e) In connection with any termination or release pursuant to paragraph the foregoing Subsections (a), (b) or (c), the Collateral Administrative Agent shall execute and deliver to any GrantorGrantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Roan Resources, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, full and the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations. (b) A Subject to the terms of the Intercreditor Agreement, a Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Subject to any applicable terms of the Intercreditor Agreement, the Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Del Monte Foods Co)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in Pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it , as a result of which such Subsidiary Pledgor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Pledgor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition obligations of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in Pledgor with respect to such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Avago Technologies LTD)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (or all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings outstanding shall have been Cash Collateralized) , otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined in the Credit Agreement) if it ceases Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Credit Party in accordance with Guarantor, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all First Lien Obligations under the Credit Documents and each Pari Passu any Additional First Lien Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) ), notwithstanding that from time to time during the term of the Credit Agreement, any Additional First Lien Agreements and any Secured Cash Management Agreements and Secured Hedge Agreement the Credit Parties may be free from any First Lien Obligations. (b) A Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations “Obligations” (as defined in the Credit Agreement) ), if it ceases to be a Credit Party U.S. Guarantor in accordance with Section 13.1 14.1 of the Credit Agreement and (y) as it relates to the First Lien Obligations under any Pari Passu ObligationsAdditional First Lien Agreement, if it ceases to be a guarantor under such Pari Passu Additional First Lien Agreement pursuant to the applicable provision(s) of such Pari Passu Additional First Lien Agreement. (c) The Subject to any applicable terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, the Security Interest granted hereby in any Collateral shall automatically be released (i) if (and to the extent) provided in (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 Section 14.1 of the Credit Agreement and (B) any applicable provision of any Additional First Lien Agreement, (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and any applicable provision of any Additional First Lien Agreement and (Biii) as it relates to any Pari Passu Obligations, in whole or in part, as otherwise may be provided in the Pari Passu First Lien Intercreditor Agreement governing such obligationsor the Receivables Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Hca Inc/Tn)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) A. This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (or all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings outstanding shall have been Cash Collateralized) , otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) B. A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder (x) as it relates and the Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Guarantor, subject to the Obligations (as defined in requirements of Section 14.1 of the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) C. The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided for in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) D. In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor the Pledgor and the its successors and assigns thereof assigns, and shall inure to the benefit of the Collateral Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. This Pledge Agreement and the security interest granted hereby shall terminate on the first date on which all of the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments terminated and no Letters of Credit shall be outstanding. (b) A Grantor shall automatically be released from its obligations hereunder (x) as it relates to Upon any sale or other transfer by the Obligations (as defined in Pledgor of any Collateral that is permitted under the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral pursuant to Section 14.1 of the Credit Agreement, the obligations of the Pledgor with respect to such Collateral and the security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement shall be automatically released and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, sold free and clear of the Lien and Security Interest security interests created hereby. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb), the Collateral Administrative Agent shall execute and deliver to any Grantorthe Pledgor, at such Grantorthe Pledgor’s expense, all documents that such Grantor the Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Rockwood Specialties Group Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other thanTermination Date, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during prior to the term of the Credit AgreementTermination Date, the Credit Parties Pledgors may be free from any Obligations. (b) A Grantor Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Collateral of such Subsidiary Pledgor shall be automatically released upon consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Pledgor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary; provided that, the Majority Lenders shall have consented to such transaction (x) as it relates to the Obligations (as defined in extent required by the Credit Agreement) if it ceases to be a Credit Party in accordance with Section 13.1 of and the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) terms of such Pari Passu Agreementconsent did not provide otherwise. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) as it relates to from the Obligations (as defined in the Credit Agreement) Liens of this Agreement (i) to the extent provided in Section 13.1 upon any Disposition by any Pledgor of any Collateral that is permitted under the Credit Agreement (other than to another Pledgor) and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 13.17 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed Disposed of, as applicable, free and clear of the Lien and Security Interest created herebyLiens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 14 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (KKR Financial Holdings LLC)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) ), notwithstanding that from time to time during the term of the Credit AgreementAgreement and any Existing Secured Letter of Credit, Secured Cash Management Agreement and Secured Hedge Agreement the Credit Parties may be free from any Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party Guarantor in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (First Data Corp)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) and the obligations of each Grantor under this Security Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero shall be outstanding (or all such Letters of Credit and Letter of Credit Outstandings shall have been Cash Collateralized) ), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Secured Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Obligations (as defined in the Credit Agreement) if it ceases to be a Credit Party in accordance with Guarantor, subject to the requirements of Section 13.1 14.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 14.1 of the Credit Agreement and or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 13.1 14.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligationsAgreement. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), this Section 6.5 (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. F-20 EAST\142256231.3 Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and permitted assigns until all Secured Obligations under the Credit Documents and the obligations of each Pari Passu Grantor under this Security Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have expired been cash collateralized or terminated and after all otherwise provided for in a manner satisfactory to the Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement and any Bank Product Agreement (including any Hedge Agreement, ) the Credit Parties may be free from any Secured Obligations. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementGuarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in that is permitted under the Credit Agreement) (i) to the extent provided in Section 13.1 of the Credit Agreement and (ii) , or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such any Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. (d) In connection with any termination or release pursuant to foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section subsection 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Accellent Inc)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations) until the earlier of (A) (i) all Credit Agreement Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, (ii) the Commitments under the Credit Agreement shall be terminated, and (iii) no Letters of Credit shall be outstanding (or all such Letters of Credit shall have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable Issuing Bank) or (B) a Collateral Fall-Event Event shall have occurred. (b) A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to and the Obligations (as defined Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted under the Credit Agreement) if it Agreement as a result of which such Subsidiary Grantor ceases to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to any Pari Passu Obligations, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) of such Pari Passu AgreementSubsidiary Guarantor. (c) The Security Interest granted hereby in Upon any sale or other transfer by any Grantor of any Collateral shall automatically be released (A) as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided in Section 13.1 of that is permitted under the Credit Agreement and (ii) or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such any Collateral pursuant to Section 13.1 9.02 of the Credit Agreement and (B) as it relates to any Pari Passu ObligationsAgreement, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result Security Interest in such Collateral being sold, transferred or disposed of, as applicable, shall be automatically released and such Collateral sold free and clear of the Lien and Security Interest Interests created hereby. Any release of Collateral permitted by this clause (c) and clause (b) above will be deemed not to impair the Liens created by the Collateral Documents in contravention thereof and any person that is required to deliver an officer’s certificate or opinion of counsel pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Security Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorseesendorsees, transferees and assigns permitted under the Credit Agreement until the date on which all the Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations, any Secured Bank Product Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated have been terminated, all Letters of Credit shall have expired or terminated, and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings Outstanding shall have been reduced to zero (or all such Letters of Credit and Letter Letters of Credit Outstandings Outstanding shall have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement(such date, the Credit Parties may be free from any Obligations“Termination Date”). (b) A Grantor Any Pledgor shall automatically be released from its obligations hereunder (x) and the Collateral of such Pledgor shall be automatically released as it relates to the Obligations (as defined in the Credit Agreement) if it ceases upon such Pledgor ceasing to be a Credit Party in accordance with Section 13.1 of the Credit Agreement and (y) as it relates to Agreement. Any such release in connection with any Pari Passu Obligationssale, if it ceases to be a guarantor under such Pari Passu Agreement pursuant to the applicable provision(s) transfer or other disposition of such Pari Passu Collateral permitted under the Credit Agreement to a Person that is not a Credit Party shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released (A) from the Liens of this Pledge Agreement as it relates to the Obligations (as defined in the Credit Agreement) (i) to the extent provided for in Section 13.1 of the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 13.1 of the Credit Agreement and (B) as it relates to any Pari Passu Obligations, in whole or in part, as provided in the Pari Passu Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral permitted under the Credit Agreement and each Pari Passu Agreement shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created herebyAgreement. (d) In connection with any termination or release pursuant to paragraph (athe foregoing Section 13(a), (b) or (c), the Collateral Agent shall execute and deliver to any GrantorPledgor or authorize the filing of, at such GrantorPledgor’s expense, all documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 13 shall be without recourse to or warranty by the Collateral Agent.

Appears in 1 contract

Samples: Pledge Agreement (Blue Coat, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!