Common use of Continuing Security Interest; Termination Clause in Contracts

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Agreement shall be binding upon the Grantor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Trustee, the Holders of the Notes, the Pledged Securities Intermediary and their respective successors, transferees and assigns. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the Notes. At such time, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantor.

Appears in 4 contracts

Samples: Pledge Agreement (Nektar Therapeutics), Pledge Agreement (Nektar Therapeutics), Pledge Agreement (Nektar Therapeutics)

AutoNDA by SimpleDocs

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (a) remain in full force and effect until the indefeasible payment in full in cash of the Secured Obligations. This Agreement shall Obligations and termination of Obligee's obligations to lend and extend credit under the Secured Agreement, (b) be binding upon the each Grantor, its transferees, successors and assigns, assigns and shall (c) inure, together with the rights and remedies of the Trustee Collateral Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee and the Trustee, the Holders of the Notes, the Pledged Securities Intermediary and their respective successors, transferees and assigns. assigns of each. Without limiting the generality of the foregoing clause (b) This Agreement (c), Obligee may, subject to the provisions of the Secured Agreement, assign or otherwise transfer the Note, or portion thereof, or any other than Grantor’s obligations under Sections 12 secured hereby and 14) any agreements or instruments executed in connection therewith to any other person or entity, and such other person or entity shall terminate upon thereupon become vested with all the earlier of (i) benefits in respect thereof granted to Obligee herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations and (ii) termination of Obligee's obligations to lend or extend credit under the payment in full in cash of the first six scheduled interest payments on all of the Notes. At such timeSecured Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in granted hereby shall terminate and all rights to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect Collateral shall revert to the CollateralGrantors. Such transfer shall be Upon any such termination, Collateral Agent will, at the Grantors' expense, execute and deliver to the Grantors, against receipt and without recourse to or warranty by or recourse Collateral Agent, such documents as the Grantors shall reasonably request to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorevidence such termination.

Appears in 4 contracts

Samples: Personal Property Security Agreement (Atlantic Gulf Communities Corp), Junior Personal Property Security Agreement (Atlantic Gulf Communities Corp), Junior Personal Property Security Agreement (Atlantic Gulf Communities Corp)

Continuing Security Interest; Termination. (a) This Except as provided in Section 25(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of the Credit Agreement, and shall inure, together with the rights and remedies of the Trustee Administrative Agent hereunder, to the benefit of the Trustee, Administrative Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor's successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by the Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Administrative Agent will, at Grantor's expense, execute and deliver to Grantor such other documents as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the Administrative Agent will release and terminate the liens and security interests granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 3 contracts

Samples: Security Agreement (Brightpoint Inc), Security Agreement (Brightpoint Inc), Credit Agreement (Brightpoint Inc)

Continuing Security Interest; Termination. (a) This Except as provided in Section 21(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations), (ii) be binding upon the GrantorGrantors, its transferees, their successors and assigns, assigns and shall (iii) inure, together with the rights and remedies of the Trustee Secured Parties hereunder, to the benefit of the TrusteeSecured Parties, the Holders of the Notes, the Pledged Securities Intermediary and their respective successors, transferees successors and assigns. Nothing set forth herein or in the Loan Agreement is intended or shall be construed to give any other person any right, remedy or claim under, to or in respect of this Agreement or any Collateral. The Grantors' successors and assigns shall include, without limitation, a receiver, trustee or debtor-in- possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the Notes. At such timeother than contingent indemnity obligations), the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in granted hereby shall terminate and all rights to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect Collateral shall revert to the CollateralGrantors. Such transfer Upon any such termination of security interest, the Grantors shall be without warranty by or recourse entitled to the Trustee in its capacity return, upon their request and at their expense, of such of the Collateral held by the Secured Parties as such, except as shall not have been sold or otherwise applied pursuant to the absence of any liens on terms hereof and the Collateral created by or arising through the TrusteeSecured Parties will, and shall be at the expense of Grantors' expense, execute and deliver to the GrantorGrantors such other documents as the Grantors shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Aegis Consumer Funding Group Inc), Security Agreement (Aegis Consumer Funding Group Inc)

Continuing Security Interest; Termination. (a) This Agreement shall create Section 3 creates a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than any contingent indemnity obligations), (ii) be binding upon the GrantorBorrower and the Company, its transferees, and their respective successors and assignsassigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of this Agreement, and shall inure, together with the rights and remedies of the Trustee hereunderCollateral Agent, to the benefit of the TrusteeCollateral Agent and the holders of Notes. The Borrower’s and the Company’s successors and assigns shall include, the Holders of the Noteswithout limitation, the Pledged Securities Intermediary and their respective successorsa receiver, transferees and assignstrustee or debtor-in possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations (other than any contingent indemnity obligations), the security interests granted pursuant to this Section 3 shall terminate and (ii) all rights to the payment in full in cash Collateral shall revert to the Borrower and the Company, as applicable. Upon any such termination of the first six scheduled interest payments on all of the Notes. At such timesecurity interests hereunder, the Trustee shall, pursuant to an Issuer Order, direct Borrower and the Pledged Securities Intermediary to promptly transfer Company shall each be entitled to the Grantor all return, upon its request and at its expense, of such of the Collateral hereunder that has held by the Collateral Agent as shall not have been sold, disposed of, retained sold or otherwise applied by or on behalf of the Trustee in accordance with pursuant to the terms hereof and the Collateral Agent will, at the Borrower’s and the Company’s expense, execute and deliver to the Borrower or the Company, as applicable such other documents as they shall reasonably request to evidence such termination. In connection with any transfers, sales or other dispositions of assets permitted under this Agreement and the Indenture and take all or any other actions release of Collateral that are necessary to release the security interest created may be required in connection with any other action which is permitted by this Agreement, the Collateral Agent will release and terminate the Liens granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 2 contracts

Samples: Senior Secured Note and Warrant Purchase Agreement (Jazz Pharmaceuticals Inc), Senior Secured Note and Warrant Purchase Agreement (Jazz Pharmaceuticals Inc)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Agreement shall be binding upon the Grantor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Trustee, the Holders of the NotesSecurities, the Pledged Securities Intermediary and their respective successors, transferees and assigns. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the NotesSecurities. At such time, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantor.

Appears in 2 contracts

Samples: Pledge Agreement (Oscient Pharmaceuticals Corp), Pledge Agreement (Oscient Pharmaceuticals Corp)

Continuing Security Interest; Termination. (a) This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Trustee, the Holders of the Notes, the Pledged Securities Intermediary Notes and their respective successors, transferees and assigns. (b) This In addition to the provisions of Section 6(e) hereof and subject to the provisions of Section 17.10 hereof, this Pledge Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the NotesObligations. At such time, and subject to Section 12, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer reassign and redeliver to the Grantor Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the CollateralIndenture. Such transfer reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the GrantorPledgor.

Appears in 2 contracts

Samples: Collateral Pledge and Security Agreement (Startec Global Holdings Corp), Collateral Pledge and Security Agreement (World Access Inc /New/)

Continuing Security Interest; Termination. (a) This Except as provided in Section 20(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of the Credit Agreement, and shall inure, together with the rights and remedies of the Trustee Administrative Agent hereunder, to the benefit of the Trustee, Administrative Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor’s successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon Upon the earlier later of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and Administrative Agent will, at Grantor’s expense, execute and deliver to Grantor such other documents (including, but not limited to, Uniform Commercial Code termination statements and release of security interests for filing in the United States Patent and Trademark Office and Copyright Office) as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the Administrative Agent will release and terminate the liens and security interests granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 2 contracts

Samples: Security Agreement (Bio Rad Laboratories Inc), Security Agreement (Bio Rad Laboratories Inc)

Continuing Security Interest; Termination. (a) This Except as provided in Section 25(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Liabilities (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor, and shall or assignor are limited by the terms of the Credit Agreement, inure, together with the rights and remedies of the Trustee Agent hereunder, to the benefit of the Trustee, Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor's successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations Liabilities (other than contingent indemnity obligations) and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and Agent will, at Grantor's expense, execute and deliver to Grantor such other documents as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the Agent will release and terminate the liens and security interests granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 1 contract

Samples: Consent Agreement (SCP Pool Corp)

Continuing Security Interest; Termination. (a) This Except as provided in SECTION 25(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor, and shall or assignor are limited by the terms of the Credit Agreement, inure, together with the rights and remedies of the Trustee Agent hereunder, to the benefit of the Trustee, Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor's successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement Upon satisfaction in full of the Obligations (other than Grantor’s obligations under Sections 12 contingent indemnity obligations) and 14) shall terminate upon the earlier of (i) the payment in full in cash termination of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at Grantor's expense, execute and deliver to Grantor such other documents as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the Agent will release and terminate the liens and security interests granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 1 contract

Samples: Security Agreement (Archibald Candy Corp)

Continuing Security Interest; Termination. (a) This Except as provided in SECTION 25(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of the Credit Agreement, and shall inure, together with the rights and remedies of the Trustee Agent hereunder, to the benefit of the Trustee, Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor's successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and Agent will, at Grantor's expense, execute and deliver to Grantor such other documents as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the Agent will release and terminate the liens and security interests granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 1 contract

Samples: Security Agreement (Ifr Systems Inc)

Continuing Security Interest; Termination. (a) This Except as provided in Section 20(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of the Credit Agreement, and shall inure, together with the rights and remedies of the Trustee Administrative Agent hereunder, to the benefit of the Trustee, Administrative Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor's successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon Upon the earlier later of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and Administrative Agent will, at Grantor's expense, execute and deliver to Grantor such other documents (including, but not limited to, Uniform Commercial Code termination statements and release of security interests for filing in the United States Patent and Trademark Office and Copyright Office) as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the Administrative Agent will release and terminate the liens and security interests granted under this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorsuch assets.

Appears in 1 contract

Samples: Security Agreement (Bio Rad Laboratories Inc)

Continuing Security Interest; Termination. (a) This Agreement ----------------------------------------- shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (a) remain in full force and effect until the payment all Secured Obligations shall have been indefeasibly paid in full in cash cash, the Revolving Credit Commitments or other obligations of the Secured Obligations. This Agent or any Lender to make any Loan under the Credit Agreement shall have expired, the Letters of Credit shall have expired and the Revolving Credit Termination Date shall have occurred, (b) be binding upon the GrantorPledgor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, (c) inure to the benefit of the TrusteeAgent, the Holders of the Notes, the Pledged Securities Intermediary Lenders and their respective successors, transferees and assigns. . Without limiting the generality of the foregoing clause (bc) This Agreement (and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other than Grantor’s obligations under Sections 12 person or entity, and 14) such other person or entity shall terminate upon thereupon become vested with all the earlier of (i) benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations and (ii) the payment in full in cash cancellation or expiration of the first six scheduled interest payments on Letters of Credit and termination or expiration of all Revolving Credit Commitments and other obligations of the Notes. At such timeAgent and any Lender to make any Loan and the occurrence of the Revolving Credit Termination Date, the Trustee shallPledgor shall be entitled to the return, upon its request and at its expense, of such of its Collateral as shall not have been sold or otherwise applied pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorhereof.

Appears in 1 contract

Samples: Lc Account Agreement (Proffitts Inc)

Continuing Security Interest; Termination. (a) This Except as provided in SECTION 20(B), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations and the termination of each Secured Obligation Document, (ii) be binding upon the GrantorGrantors, its transferees, their successors and assignsassigns and (iii) except to the extent that the rights of any transferor, and shall or assignor are limited by the terms of any Secured Obligation Document, inure, together with the rights and remedies of the Trustee Collateral Agent hereunder, to the benefit of the Trustee, Collateral Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Secured Obligation Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Secured Obligation Document or any Collateral. Grantors' successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeSecured Obligation Documents, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in granted hereby shall automatically terminate and all rights to the CollateralCollateral shall revert to Grantors. Upon any such termination of security interest, including Grantors shall be entitled to the execution return, upon their request and delivery at their expense, of all such of the Collateral held by the Collateral Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Collateral Agent will, at Grantors' expense, promptly execute, file and deliver to Grantors termination statements necessary and such other documents as Grantors shall reasonably request to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorevidence such termination.

Appears in 1 contract

Samples: Security Agreement (National Auto Credit Inc /De)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the payment nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash cash, the commitments or other obligations of the Secured Obligations. This Agent or any Lender to make any Loan under the Credit Agreement shall have expired and the Letters of Credit shall have expired, (b) be binding upon the GrantorPledgor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, (c) inure to the benefit of the TrusteeAgent, the Holders of the Notes, the Pledged Securities Intermediary Lenders and their respective successors, transferees and assigns. . Without limiting the generality of the foregoing clause (bc) This Agreement (and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other than Grantor’s obligations under Sections 12 person or entity, and 14) such other person or entity shall terminate upon thereupon become vested with all the earlier of (i) benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and (iipayable) and the payment in full in cash cancellation or expiration of the first six scheduled interest payments on Letters of Credit and termination or expiration of all commitments and other obligations of the Notes. At such timeAgent and any Lender to make any Loan, the Trustee shallPledgor shall be entitled, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer subject to the Grantor all provisions of Section 12 hereof, to the return, upon its request and at its expense, of such of the Collateral hereunder that has as shall not have been sold, disposed of, retained sold or otherwise applied by or on behalf of the Trustee in accordance with pursuant to the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorhereof.

Appears in 1 contract

Samples: Credit Agreement (Wackenhut Corrections Corp)

AutoNDA by SimpleDocs

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Agreement shall be binding upon the Grantor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Indenture Trustee hereunder, to the benefit of the Indenture Trustee, the Holders of the NotesSecurities, the Pledged Securities Intermediary Pledge Trustee and their respective successors, transferees and assigns. (b) This Agreement (other than Grantor’s 's obligations under Sections 12 and 14) shall terminate upon on the earlier later of (i) the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the NotesJuly 27, 2002. At such time, the Indenture Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary Pledge Trustee to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Indenture Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Indenture Trustee in its capacity as such, except as to the absence of any liens Liens on the Collateral created by or arising through the Indenture Trustee, and shall be at the expense of the Grantor.

Appears in 1 contract

Samples: Pledge Agreement (Novellus Systems Inc)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the payment nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash cash, the commitments or other obligations of the Secured Obligations. This Agent or any Lender to make any Loan under the Credit Agreement shall have expired and the Letters of Credit shall have expired, (b) be binding upon the GrantorPledgor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, (c) inure to the benefit of the TrusteeAgent, the Holders of the Notes, the Pledged Securities Intermediary Lenders and their respective successors, transferees and assigns. . Without limiting the generality of the foregoing clause (bc) This Agreement (and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other than Grantor’s obligations under Sections 12 person or entity, and 14) such other person or entity shall terminate upon thereupon become vested with all the earlier of (i) benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and (iipayable) and the payment in full in cash cancellation or expiration of the first six scheduled interest payments on Letters of Credit and termination or expiration of all commitments and other obligations of the Notes. At such timeAgent and any Lender to make any 153 Loan, the Trustee shallPledgor shall be entitled, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer subject to the Grantor all provisions of Section 12 hereof, to the return, upon its request and at its expense, of such of the Collateral hereunder that has as shall not have been sold, disposed of, retained sold or otherwise applied by or on behalf of the Trustee in accordance with pursuant to the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorhereof.

Appears in 1 contract

Samples: Credit Agreement (Wackenhut Corrections Corp)

Continuing Security Interest; Termination. (a) This Agreement agreement shall create a continuing security interest in the collateral and to the Collateral and shall, unless otherwise provided in this Agreement, shall (a) remain in full force and effect until the payment all secured obligations shall have been indefeasibly paid in full in cash cash, the revolving credit commitments or other obligations of the Secured Obligations. This Agreement agent or any lender to make any loan under the credit agreement shall have expired, the letters of credit shall have expired and the revolving credit termination date shall have occurred, (b) be binding upon the Grantorpledgor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, (c) inure to the benefit of the Trusteeagent, the Holders of the Notes, the Pledged Securities Intermediary lenders and their respective successors, transferees and assigns. . Without limiting the generality of the foregoing clause (bc) This Agreement (and subject to the provisions of the credit agreement, any lender may assign or otherwise transfer any note held by it to any other than Grantor’s obligations under Sections 12 person or entity, and 14) such other person or entity shall terminate upon thereupon become vested with all the earlier of (i) benefits in respect thereof granted to such lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations secured obligations and (ii) the payment in full in cash cancellation or expiration of the first six scheduled interest payments on letters of credit and termination or expiration of all revolving credit commitments and other obligations of the Notes. At such timeagent and any lender to make any loan and the occurrence of the revolving credit termination date, the Trustee shallpledgor shall be entitled to the return, upon its request and at its expense, of such of its collateral as shall not have been sold or otherwise applied pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorhereof.

Appears in 1 contract

Samples: Lc Account Agreement (Proffitts Inc)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Agreement shall be binding upon the Grantor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Trustee, the Holders of the Notes, the Pledged Securities Intermediary and their respective successors, transferees and assigns. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 1414 hereof) shall terminate upon the earlier of (i) the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the Notes. At such time, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantor.

Appears in 1 contract

Samples: Pledge Agreement (Global Crossing LTD)

Continuing Security Interest; Termination. (a) This Except as provided in Section 25(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, (ii) be binding upon the Grantor, its transferees, successors and assignsassigns and (iii) except to the extent that the rights of any transferor, and shall or assignor are limited or prohibited by the terms of the Credit Agreement, inure, together with the rights and remedies of the Trustee Agent hereunder, to the benefit of the Trustee, Agent and any of the Holders of the NotesSecured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, the Pledged Securities Intermediary remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. Grantor's successors and their respective successorsassigns shall include, transferees and assignswithout limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations (other than contingent obligations) and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of the Notes. At such timeCredit Agreement, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created granted hereby shall automatically terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination of security interest, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral held by Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and Agent will, at Grantor's expense, promptly execute and deliver to Grantor such other documents as Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreement, the liens and security interests granted under this Agreement in will automatically release and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to such assets and the Collateral. Such transfer Agent shall be without warranty by or recourse promptly make all filings necessary to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, reflect such release and shall be at the expense of the Grantortermination.

Appears in 1 contract

Samples: Security Agreement (FTD Corp)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (a) remain in full force and effect until the indefeasible payment in full in cash of the Secured Obligations. This Agreement shall Obligations and termination of the Lenders' obligations to lend and extend credit under the New Credit Facility and the cancellation or expiration of all outstanding letters of credit, (b) be binding upon the each Grantor, its transferees, successors and assigns, assigns and shall (c) inure, together with the rights and remedies of the Trustee Collateral Agent and the Secured Parties hereunder, to the benefit of the Trustee, Collateral Agent and the Holders of Secured Parties and the Notes, the Pledged Securities Intermediary and their respective successors, transferees and assigns. assigns of each. Without limiting the generality of the foregoing clause (b) This Agreement (c), any Secured Party may, subject to the provisions of the Senior Note Indenture and the New Credit Facility, as applicable, assign or otherwise transfer any Senior Note or loan, or portion thereof, held by them, respectively, or any other than Grantor’s obligations under Sections 12 secured hereby and 14) any agreements or instruments executed in connection therewith to any other person or entity, and such other person or entity shall terminate upon thereupon become vested with all the earlier of (i) benefits in respect thereof granted to that Secured Party herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations and (ii) the payment in full in cash termination of the first six scheduled interest payments on all of Lenders' obligations to lend or extend credit under the Notes. At such time, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement New Credit Facility and the Indenture and take cancellation or expiration of all other actions that are necessary to release outstanding letters of credit, the security interest created by this Agreement in granted hereby shall terminate and all rights to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect Collateral shall revert to the CollateralGrantors. Such transfer shall be Upon any such termination, the Collateral Agent will, at the Grantors' expense, execute and deliver to the Grantors, against receipt and without recourse to or warranty by or recourse Collateral Agent, such documents as the Grantors shall reasonably request to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantorevidence such termination.

Appears in 1 contract

Samples: Security Agreement (American Restaurant Group Inc)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in the Loan Agreement or in this Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee Escrow Agent, the Administrative Agent and the Collateral Agent hereunder, to the benefit of the TrusteeEscrow Agent, the Holders of the NotesAdministrative Agent, the Pledged Securities Intermediary Collateral Agent and the other Secured Parties and their respective successors, transferees and assigns. (b) . This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) so long as the payment in full in cash of Escrow Account has never been funded, the Secured Obligations and date on which the Commitments have been fully advanced under the Loan Agreement or (ii) the payment in full in cash of the first six scheduled interest payments on Obligations or the release of all Escrowed Funds and other Collateral to the Pledgor in accordance with the terms of the Notesthis Agreement. At such timetime and upon the written instruction of the Collateral Agent, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer Escrow Agent shall reassign and redeliver to the Grantor Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee Escrow Agent in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the CollateralLoan Agreement. Such transfer reassignment and redelivery shall be without warranty by or recourse to the Trustee Escrow Agent in its capacity as such, except as to the absence of any liens Liens on the Collateral created by or arising through the TrusteeEscrow Agent, and shall be at the reasonable expense of the GrantorPledgor.

Appears in 1 contract

Samples: Ff&e Loan Agreement (Caesars Acquisition Co)

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, remain in full force and effect until the payment in full in cash of the Secured Obligations. This Agreement shall be binding upon the Grantor, its transferees, successors and assigns, and shall inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Trustee, the Holders of the Notes, the Pledged Securities Intermediary and their respective successors, transferees and assigns. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 1414 hereof) shall terminate upon the earlier of (i) the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six five scheduled interest payments on all of the Notes. At such time, the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect to the Collateral. Such transfer shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any liens on the Collateral created by or arising through the Trustee, and shall be at the expense of the Grantor.

Appears in 1 contract

Samples: Pledge Agreement (Medarex Inc)

Continuing Security Interest; Termination. (a) This Except as provided in Section 21(b), this Agreement shall create a continuing security interest in and to the Collateral and shall, unless otherwise provided in this Agreement, shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Secured Obligations. This Agreement shall Obligations (other than contingent indemnity obligations), (ii) be binding upon the Grantor, its transferees, successors and assigns, assigns and shall (iii) inure, together with the rights and remedies of the Trustee Secured Party hereunder, to the benefit of the TrusteeSecured Party, the Holders of the Notes, the Pledged Securities Intermediary and their respective successors, transferees its successors and assigns. Nothing set forth herein or in the Loan Agreement is intended or shall be construed to give any other person any right, remedy or claim under, to or in respect of this Agreement or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) This Agreement (other than Grantor’s obligations under Sections 12 and 14) shall terminate upon the earlier of (i) Upon the payment in full in cash of the Secured Obligations and (ii) the payment in full in cash of the first six scheduled interest payments on all of the Notes. At such timeother than contingent indemnity obligations), the Trustee shall, pursuant to an Issuer Order, direct the Pledged Securities Intermediary to promptly transfer to the Grantor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by or on behalf of the Trustee in accordance with the terms of this Agreement and the Indenture and take all other actions that are necessary to release the security interest created by this Agreement in granted hereby shall terminate and all rights to the Collateral, including the execution and delivery of all termination statements necessary to terminate any financing or continuation statements filed with respect Collateral shall revert to the CollateralGrantor. Such transfer Upon any such termination of security interest, the Grantor shall be without warranty by or recourse entitled to the Trustee in its capacity return, upon their request and at their expense, of such of the Collateral held by the Secured Party as such, except as shall not have been sold or otherwise applied pursuant to the absence of any liens on terms hereof and the Collateral created by or arising through the TrusteeSecured Party will, and shall be at the expense of Grantor's expense, execute and deliver to the GrantorGrantor such other documents as the Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Aegis Consumer Funding Group Inc)

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