Common use of Release of Collateral and Obligations Guarantees Clause in Contracts

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: When all Obligations (excluding contingent obligations as to which no claim has been made and the Specified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full and all Commitments have terminated, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Obligations or Specified Cash Management Services Obligations. If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Equity Interests in any Guarantor Subsidiary held by Holdings, the Borrower and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted hereunder or (C) any Guarantor Subsidiary shall cease to be required to be a Designated Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such transaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to any Credit Party or any other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 10.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or any Permitted Revolving Indebtedness. Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u). In connection with any termination, release or subordination pursuant to this Section 9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section 9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Appears in 1 contract

Samples: Term Credit and Guaranty Agreement (PetIQ, Inc.)

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Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary contained herein or in any other Credit Document: When , when all Obligations (excluding contingent obligations as to which no claim has been made made, the Designated Swap Obligations and the Specified Hedge Obligations and Specified Designated Cash Management Services Obligations) have been paid in full and full, all Commitments have terminatedterminated or expired and no Letter of Credit shall be outstanding, upon request of the BorrowerCompany, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Collateral Agent’s security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Designated Swap Obligations or Specified Designated Cash Management Services Obligations. If (A) Any such release of an Obligations Guarantee shall be deemed subject to the provision that such Obligations Guarantee shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor Subsidiary shall have or any substantial part of its property, or otherwise, all as though such payment had not been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) made. If all the Equity Interests in any Subsidiary Guarantor Subsidiary held by Holdings, the Borrower Company and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted hereunder by this Agreement, and as a result of such sale or (C) any other disposition such Subsidiary Guarantor Subsidiary shall cease to be required to be a Designated Subsidiary, (i) such Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such transactionsale or other disposition, automatically be discharged and released from its obligations under its Obligations Guarantee and the other Collateral Documents, without further action by any Secured Party or any other Person and (ii) upon receipt by the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company certifying that such release is permitted hereunder, all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to the Company, any Credit Party or or, except for a valid business purpose, any other Designated SubsidiarySubsidiary not required to become a Guarantor as a result of such sale or transfer) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 10.59.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person; provided . Upon the effectiveness of any obligation to deliver a register of DOE Assets to the lender under any Permitted DOE Facility entered into by the Company or any other Credit Party the terms of which (A) prohibit Liens securing the Obligations on any DOE Assets, the security interests in such DOE Assets created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company specifically identifying (by type of asset and by purchase order number, serial number or other information) such DOE Assets and certifying that no such release is permitted hereunder, and (B) permit Liens securing the Obligations on any DOE Assets on a junior basis, the security interests in such DOE Assets created by the Collateral Documents shall occur unless substantially concurrently therewith, such Collateral shall cease be subordinated to be subject to any the security interests securing such Permitted DOE Facility pursuant to an intercreditor agreement entered into pursuant to Section 9.25(b). Upon any Permitted Credit Agreement Refinancing Indebtednessof (x) the conversion of Chrysler de Venezuela LLC to a 956 Subsidiary, (y) the transfer of substantially all of the assets of Chrysler de Venezuela LLC to a 956 Subsidiary (with Chrysler de Venezuela LLC becoming a Transparent Subsidiary or being dissolved), or (z) the transfer of substantially all of the Equity Interests in Chrysler de Venezuela LLC to a 956 Subsidiary, the security interest created under any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or Collateral Document in the Equity Interests in Chrysler de Venezuela LLC shall be automatically released, in each case, without further action by any Permitted Revolving Indebtedness. Each Secured Party hereby authorizes Party, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer certifying that such transaction is permitted under the Credit Documents, and, subject to subordinateSection 5.7(i), at a new security interest in the request Equity Interests of the Borrower, any Lien on any property such 956 Subsidiary shall be granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u)Agent. In connection with any termination, termination or release or subordination pursuant to this Section 9.8(d8.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination, release termination or subordinationrelease. Any execution and delivery of documents pursuant to this Section 9.8(d8.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Chrysler Group LLC)

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary herein or in any other Credit Document: (i) When all Obligations (excluding contingent obligations as to which no claim has been made and made, the Specified Designated Hedge Obligations and Specified the Designated Cash Management Services Obligations) have been paid in full and full, all Commitments have terminatedterminated and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Designated Hedge Obligations or Specified Designated Cash Management Services Obligations. (ii) If (A) any Guarantor Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) all the Equity Interests in any Guarantor Subsidiary held by Holdings, the Borrower and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted hereunder or (C) any Guarantor Subsidiary shall cease to be required to be a Designated Subsidiary (and, in the case of any wholly wholly-owned Subsidiary becoming no longer wholly owned, in connection with as a result of the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such transaction, automatically be discharged and released from its Obligations Guarantee and all security interests created by the Collateral Documents in Collateral owned by such Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Term Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to any Credit Party or any other Designated Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 10.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or any Permitted Revolving Indebtedness. Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u). In connection with any termination, release or subordination pursuant to this Section 9.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination, release or subordination. Any execution and delivery of documents pursuant to this Section 9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.DMFIRM #406105327 v12 229

Appears in 1 contract

Samples: Credit and Guaranty Agreement (QualTek Services Inc.)

Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary contained herein or in any other Credit Document: When , when all Obligations (excluding contingent obligations as to which no claim has been made made, the Designated Swap Obligations and the Specified Hedge Obligations and Specified Designated Cash Management Services Obligations) have been paid in full and full, all Commitments have terminatedterminated or expired and no Letter of Credit shall be outstanding, upon request of the BorrowerCompany, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Collateral Agent’s security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Designated Swap Obligations or Specified Designated Cash Management Services Obligations. If (A) Any such release of an Obligations Guarantee shall be deemed subject to the provision that such Obligations Guarantee shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor Subsidiary shall have or any substantial part of its property, or otherwise, all as though such payment had not been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) made. If all the Equity Interests in any Subsidiary Guarantor Subsidiary held by Holdings, the Borrower Company and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted hereunder by this Agreement, and as a result of such sale or (C) any other disposition such Subsidiary Guarantor Subsidiary shall cease to be required to be a Designated Subsidiary, (i) such Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such transactionsale or other disposition, automatically be discharged and released from its obligations under its Obligations Guarantee and the other Collateral Documents, without further action by any Secured Party or any other Person and (ii) upon receipt by the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company certifying that such release is permitted hereunder, all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer by any Credit Party (other than to the Company, any Credit Party or or, except for a valid business purpose, any other Designated SubsidiarySubsidiary not required to become a Guarantor as a result of such sale or transfer) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 10.59.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person; provided . Upon the effectiveness of any obligation to deliver a register of DOE Assets to the lender under any Permitted DOE Facility entered into by the Company or any other Credit Party the terms of which (A) prohibit Liens securing the Obligations on any DOE Assets, the security interests in such DOE Assets created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company specifically identifying (by type of asset and by purchase order number, serial number or other information) such DOE Assets and certifying that no such release is permitted hereunder, and (B) permit Liens securing the Obligations on any DOE Assets on a junior basis, the security interests in such DOE Assets created by the Collateral Documents shall occur unless substantially concurrently therewith, such Collateral shall cease be subordinated to be subject to any the security interests securing such Permitted DOE Facility pursuant to an intercreditor agreement entered into pursuant to Section 9.25(b). Upon any Permitted Credit Agreement Refinancing Indebtednessof (x) the conversion of Chrysler de Venezuela LLC to a 956 Subsidiary, (y) the transfer of substantially all of the assets of Chrysler de Venezuela LLC to a 956 Subsidiary (with Chrysler de Venezuela LLC becoming a Transparent Subsidiary or being dissolved), or (z) the transfer of substantially all of the Equity Interests in Chrysler de Venezuela LLC to a 956 Subsidiary, the security interest created under any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or Collateral Document in the Equity Interests in Chrysler de Venezuela LLC shall be automatically released, in each case, without further action by any Permitted Revolving Indebtedness. Each Secured Party hereby authorizes Party, upon delivery by the Company to the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer certifying that such transaction is permitted under the Credit Documents, and, subject to subordinateSection 5.7(i), at a new security interest in the request Equity Interests of the Borrower, any Lien on any property such 956 Subsidiary shall be granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u)Agent. In connection with any termination, termination or release or subordination pursuant to this Section 9.8(d8.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination, release termination or subordinationrelease. Any execution and delivery of documents pursuant to this Section 9.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.this

Appears in 1 contract

Samples: Credit Agreement (Chrysler Group LLC)

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Release of Collateral and Obligations Guarantees. Notwithstanding anything to the contrary contained herein or in any other Credit Document: When , when all Obligations (excluding contingent obligations as to which no claim has been made made, the Designated Swap Obligations and the Specified Hedge Obligations and Specified Designated Cash Management Services Obligations) have been paid in full and all Commitments have terminatedterminated or expired, upon request of the BorrowerCompany, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its the Collateral Agent’s security interest in all Collateral, and to release all Obligations Guarantees provided for in any Credit Document, whether or not on the date of such release there may be outstanding Specified Hedge Designated Swap Obligations or Specified Designated Cash Management Services Obligations. If (A) Any such release of an Obligations Guarantee shall be deemed subject to the provision that such Obligations Guarantee shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor Subsidiary shall have or any substantial part of its property, or otherwise, all as though such payment had not been designated as an Unrestricted Subsidiary in accordance with the terms hereof, (B) made. If all the Equity Interests in any Subsidiary Guarantor Subsidiary held by Holdings, the Borrower Company and the other Subsidiaries shall be sold or otherwise disposed of (including by merger or consolidation) in any transaction permitted hereunder by this Agreement, and as a result of such sale or (C) any other disposition such Subsidiary Guarantor Subsidiary shall cease to be required to be a Designated Subsidiary, (i) such Subsidiary (and, in the case of any wholly owned Subsidiary becoming no longer wholly owned, in connection with the consummation of a joint venture entered into for a valid business purpose and permitted hereunder), then such Guarantor Subsidiary shall, upon effectiveness of such designation, or the consummation of such transactionsale or other disposition, automatically be discharged and released from its obligations under its Obligations Guarantee and the other Collateral Documents, without further action by any Secured Party or any other Person and (ii) upon receipt by the Administrative Agent and the Collateral Agent of a certificate of a Responsible Officer of the Company certifying that such release is permitted hereunder, all security interests created by the Collateral Documents in Collateral owned by such Subsidiary Guarantor Subsidiary shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such discharge or release shall occur unless (x) substantially concurrently therewith, such Subsidiary shall have been discharged and released from its Guarantee of all Permitted Credit Agreement Refinancing Indebtedness, all Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) and all Permitted Revolving Indebtedness, and all Liens on the assets of such Subsidiary securing any such Indebtedness shall have been released and (y) in the case of clause (C) solely with respect to a wholly owned Subsidiary becoming no longer wholly owned, no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing. Upon any sale or other transfer or disposition by any Credit Party (other than to the Company, any Credit Party or or, except for a valid business purpose, any other Designated SubsidiarySubsidiary not required to become a Guarantor as a result of such sale or transfer) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 10.59.5, the security interests in such Collateral created by the Collateral Documents shall be automatically released, without any further action by any Secured Party or any other Person; provided that no such release shall occur unless substantially concurrently therewith, such Collateral shall cease to be subject to any security interests securing any Permitted Credit Agreement Refinancing Indebtedness, any Permitted Incremental Equivalent/Ratio Indebtedness (other than Permitted Non-Credit Party Indebtedness) or any Permitted Revolving Indebtedness. Each Secured Party hereby authorizes the Collateral Agent to subordinate, at the request of the Borrower, any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2(b) (solely with respect to clauses (c), (d), (g), (m), (r)(i) and (w) of the definition of “Permitted Encumbrances”), 6.2(d), 6.2(e) (other than Liens on the Equity Interest of any Guarantor Subsidiary), 6.2(l)(i), 6.2(m), 6.2(p)(ii), 6.2(q), 6.2(s), 6.2(t) and 6.2(u). In connection with any termination, termination or release or subordination pursuant to this Section 9.8(d8.8(d), the Administrative Agent and the Collateral Agent shall execute and deliver to any Credit Party, at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination, release termination or subordinationrelease. Any execution and delivery of documents pursuant to this Section 9.8(d8.8(d) shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Chrysler Group LLC)

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