Common use of Release of Collateral and Termination Clause in Contracts

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes and the other Secured Obligations then due and owing shall have occurred, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement), or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon request of the Grantor following any such termination, the Co-Agents shall reassign (at the sole cost and expense of the Grantor) to the Grantor any Collateral held by the Co-Agents hereunder, and execute and deliver (at the sole cost and expense of the Grantor) to the Grantor such documents as the Grantor shall reasonably request to evidence such termination and reassignment. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Amended and Restated Note Purchase Agreement, then the Co-Agents shall execute and deliver to the Grantor (at the sole cost and expense of the Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

Appears in 1 contract

Samples: Patent and Trademark Security Agreement (Telex Communications Inc)

AutoNDA by SimpleDocs

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until At such time as (i) the payment in full of the Senior Secured Notes Loans and all of the other Secured Obligations then due and owing shall have occurredoccurred and (ii) the Lenders’ obligation to make loans under the Loan Agreement shall have been terminated, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Secured Party and the Grantor hereunder Borrower under this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement), or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been madeBorrower. Upon request of the Grantor Borrower following any such termination, the Co-Agents Secured Party shall reassign deliver (at the sole cost and expense of the GrantorBorrower) to the Grantor Borrower any Collateral held by the Co-Agents hereunderSecured Party under this Agreement, and execute and deliver (at the sole cost and expense of the GrantorBorrower) to the Grantor Borrower such documents (including without limitation UCC termination statements) as the Grantor Borrower shall reasonably request to evidence such termination and reassignmenttermination. (b) If Upon the sale or other disposition of all or any portion of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor to any Person in a transaction permitted by the Amended Loan Documents (including pursuant to any consent to such sale or disposition or release of the security interest in such Collateral pursuant to the terms thereof), and Restated Note Purchase Agreementas long as no Event of Default has occurred and is continuing, then the Co-Agents security interests created by the Security Documents in such Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Security Documents; provided that, the Secured Party shall continue to have a security interest in the Proceeds of such sold Collateral, which Proceeds shall be treated in accordance with the terms of the Security Documents. Upon any such sale or disposition and release and receipt by the Secured Party of a certificate from the Borrower stating that such sale is permitted by (or the relevant consent has been received under) the Loan Documents, the Secured Party will promptly at the Borrower’s request and expense execute and deliver such documents as the Borrower shall reasonably request to evidence the Grantor (at the sole cost termination of such security interest and expense of the Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. (c) Notwithstanding the foregoing, if at any time a payment of the Loans or any of the other Secured Obligations is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the provisions of this Agreement and the security interest created hereby shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.

Appears in 1 contract

Samples: Security Agreement (Mbia Inc)

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until At such time as the payment in full of the Senior Secured Notes Notes, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, at which time the Commitments have been terminated and the Letters of Credit have expired, terminated or been returned to the Issuing Lender, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor Borrower hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement), or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been madeBorrower. Upon request of the Grantor Borrower following any such termination, the Co-Agents Administrative Agent shall reassign deliver (at the sole cost and expense of the GrantorBorrower) to the Grantor Borrower any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the GrantorBorrower) to the Grantor Borrower such documents as the Grantor Borrower shall reasonably request to evidence such termination and reassignmenttermination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor Borrower in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor Borrower (at the sole cost and expense of the GrantorBorrower) all releases or other documents reasonably necessary or reasonably desirable for the release of the Liens created hereby on such Collateral. (c) The Administrative Agent, on behalf of the Lenders, hereby acknowledges that, notwithstanding the provisions of this Agreement, if certain bankruptcy or insolvency-related events occur with respect to the Borrower, the Borrower (or the Administrative Agent and the Lenders, if the Administrative Agent has exercised its rights under paragraph 8 hereof) may be contractually required under Section 4(a) of Article II of the Trademark Settlement Agreement to sell any Pledged Stock of RLC (free of any Liens created by this Agreement) to RLC or to RPI, at their option, at such shares' book value, or, under certain circumstances, at their fair market value. The Administrative Agent, on behalf of the Lenders, agrees to be bound by the foregoing provisions of the Trademark Settlement Agreement and to release the Lien of this Agreement on the Pledged Stock of RLC whenever and if so required.

Appears in 1 contract

Samples: Pledge Agreement (Raci Holding Inc)

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to At such time as the extent of its terms and the security interest created by this Agreement shall not be released until the ------------------------------------- payment in full of the Senior Secured Notes Notes, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, at which time the Commitments have been terminated and the Letters of Credit have expired, terminated or been returned to the Issuing Lender, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement), or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been madePledgor. Upon request of the Grantor Pledgor following any such termination, the Co-Agents Administrative Agent shall reassign deliver (at the sole cost and expense of the GrantorPledgor) to the Grantor Pledgor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the GrantorPledgor) to the Grantor Pledgor such documents as the Grantor Pledgor shall reasonably request to evidence such termination and reassignmenttermination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor Pledgor in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor Pledgor (at the sole cost and expense of the GrantorPledgor) all releases or other documents reasonably necessary or reasonably desirable for the release of the Liens created hereby on such Collateral. (c) The Administrative Agent, on behalf of the Lenders, hereby acknowledges that, notwithstanding the provisions of this Agreement, if certain bankruptcy or insolvency-related events occur with respect to the Pledgor, the Pledgor (or the Administrative Agent and the Lenders, if the Administrative Agent has exercised its rights under paragraph 8 hereof) may be contractually required under Section 4(a) of Article II of the Trademark Settlement Agreement to sell any Pledged Stock of RLC (free of any Liens created by this Agreement) to RLC or to RPI, at their option, at such shares' book value, or, under certain circumstances, at their fair market value. The Administrative Agent, on behalf of the Lenders, agrees to be bound by the foregoing provisions of the Trademark Settlement Agreement and to release the Lien of this Agreement on the Pledged Stock of RLC whenever and if so required.

Appears in 1 contract

Samples: Pledge Agreement (Raci Holding Inc)

Release of Collateral and Termination. (a) 20.1 This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes Loans, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, the Revolving Credit Commitments shall have been terminated and any Letters of Credit shall have expired or been terminated or returned to the Issuing Lender, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement)18 208 other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) other Loan Party or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon request of the Grantor following any such termination, the Co-Agents Administrative Agent shall reassign (at the sole cost and expense of the Grantor) to the Grantor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the Grantor) to the Grantor such documents as the Grantor shall reasonably request to evidence such termination and reassignment. (b) 20.2 If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor (at the sole cost and expense of the Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

Appears in 1 contract

Samples: Credit Agreement (Telex Communications Inc)

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to At such time as the extent of its terms and Loans, the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes Reimbursement Obligations and the other Secured Obligations then due (other than Borrower Hedge Agreement Obligations (as defined in the Guarantee and owing Collateral Agreement) and Guarantor Hedge Agreement Obligations (as defined in the Guarantee and Collateral Agreement)) shall have occurredbeen paid in full, at which time the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the GrantorGrantors; provided, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement)other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) other Loan Party or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon At the request and sole expense of the any Grantor following any such termination, the Co-Agents Administrative Agent shall reassign (at the sole cost and expense of the Grantor) to the such Grantor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the Grantor) to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination and reassignment. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the any Grantor in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to the such Grantor (at the sole cost and expense of the Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. (c) No consent of any Qualified Counterparty shall be required for any release of Collateral or Grantors pursuant to this Section.

Appears in 1 contract

Samples: Patent and Trademark Security Agreement (Day International Group Inc)

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes Loans, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, the Revolving Credit Commitments shall have been terminated and any Letters of Credit shall have expired or been terminated or returned to the Issuing Lender, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement)other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) other Loan Party or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon request of the Grantor following any such termination, the Co-Agents Administrative Agent shall reassign (at the sole cost and expense of the such Grantor) to the such Grantor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the such Grantor) to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination and reassignment. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Amended and Restated Note Purchase Senior Secured Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor (at the sole cost and expense of the such Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

Appears in 1 contract

Samples: Patent and Trademark Security Agreement (Ev International Inc)

AutoNDA by SimpleDocs

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes Loans, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, the Revolving Credit Commitments shall have been terminated and any Letters of Credit shall have expired or been terminated or returned to the Issuing Lender, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement)other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) other Loan Party or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon request of the 17 Grantor following any such termination, the Co-Agents Administrative Agent shall reassign (at the sole cost and expense of the Grantor) to the Grantor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the Grantor) to the Grantor such documents as the Grantor shall reasonably request to evidence such termination and reassignmentreassignment and shall have prepared and submitted to the Administrative Agent for its execution. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor (at the sole cost and expense of the Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such CollateralCollateral as such Grantor may reasonably request that shall have been prepared by the Grantor and submitted to the Administrative Agent for its signature.

Appears in 1 contract

Samples: Patent and Trademark Security Agreement (Day International Group Inc)

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes Loans, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, the Revolving Credit Commitments shall have been terminated and any Letters of Credit shall have expired or been terminated or returned to the Issuing Lender, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or 242 any Guarantor (as defined in the Guarantee and Collateral Agreement)other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) other Loan Party or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon request of the Grantor following any such termination, the Co-Agents Administrative Agent shall reassign (at the sole cost and expense of the such Grantor) to the such Grantor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the such Grantor) to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination and reassignment. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Amended and Restated Note Purchase Senior Secured Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor (at the sole cost and expense of the such Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

Appears in 1 contract

Samples: Credit Agreement (Ev International Inc)

Release of Collateral and Termination. (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes Loans, the Reimbursement Obligations and the other Secured Obligations then due and owing shall have occurred, the Revolving Credit Commitments shall have been terminated and any Letters 15 15 of Credit shall have expired or been terminated or returned to the Issuing Lender, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Administrative Agent and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement)other Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) other Loan Party or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. Upon request of the Grantor following any such termination, the Co-Agents Administrative Agent shall reassign (at the sole cost and expense of the Grantor) to the Grantor any Collateral held by the Co-Agents Administrative Agent hereunder, and execute and deliver (at the sole cost and expense of the Grantor) to the Grantor such documents as the Grantor shall reasonably request to evidence such termination and reassignment. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Administrative Agent shall execute and deliver to the Grantor (at the sole cost and expense of the Grantor) all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

Appears in 1 contract

Samples: Trademark Security Agreement (Global Decisions Group LLC)

Release of Collateral and Termination. (a) This Agreement shall remain At such time as the Obligations (except for contingent obligations of any Obligor under indemnifications that survive termination of the Revolver Commitments) have been paid in full force and effect and be binding in accordance with and to the extent of its terms and the security interest created by this Agreement shall not be released until the payment in full of the Senior Secured Notes and the other Secured Obligations then due and owing shall Revolver Commitments have occurredbeen terminated, at which time the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Co-Agents Agent and the Grantor Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor, provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Co-Agents or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement), or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Grantor or any Guarantor (as defined in the Guarantee and Collateral Agreement) or any substantial part of its property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been madePledgor. Upon request of the Grantor Pledgor following any such termination, the Co-Agents Agent shall reassign deliver (at the sole cost and expense of the GrantorPledgor) to the Grantor Pledgor any Collateral held by the Co-Agents Agent hereunder, and execute and deliver (at the sole cost and expense of the GrantorPledgor) to the Grantor Pledgor such documents as the Grantor Pledgor shall reasonably request to evidence such termination and reassignmenttermination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor Pledgor in a transaction permitted by the Amended and Restated Note Purchase Credit Agreement, then the Co-Agents Agent shall execute and deliver to the Grantor Pledgor (at the sole cost and expense of the GrantorPledgor) all releases or other documents reasonably necessary or reasonably desirable for the release of the Liens created hereby on such Collateral. (c) The Agent, on behalf of the Lenders, hereby acknowledges that, notwithstanding the provisions of this Agreement, if certain bankruptcy or insolvency-related events occur with respect to the Pledgor, the Pledgor (or the Agent and the Lenders, if the Agent has exercised its rights under paragraph 8 hereof) may be contractually required under Section 4(a) of Article II of the Trademark Settlement Agreement to sell any Pledged Equity Interests of RLC (free of any Liens created by this Agreement) to RLC or to RPI, at their option, at such shares' book value, or, under certain circumstances, at their fair market value. The Agent, on behalf of the Lenders, agrees to be bound by the foregoing provisions of the Trademark Settlement Agreement and to release the Lien of this Agreement on the Pledged Equity Interests of RLC whenever and if so required.

Appears in 1 contract

Samples: Pledge Agreement (Remington Arms Co Inc/)

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