Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Warner Music Group Corp.), Security Agreement (Warner Music Group Corp.)
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term any Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor Party in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) Inventory in the case ordinary course of Collateral that is Equity Interestsbusiness), upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Administrative Agent will, at such GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such Grantor request and such release no Default shall have occurred and be continuing, (ii) such Loan Party shall have delivered to the Collateral Agent Administrative Agent, at least 5 Business Days prior to the date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor Loan Party to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Administrative Agent may reasonably request. The Collateral Agent , and (iii) the Borrower shall be authorized comply with Section 2.06 with respect to rely on such sale, lease, transfer or other disposition.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations which are not then due and payable; provided that in the case of any such certificate without independent investigationobligations as to which the Administrative Agent or any Lender Party has made a claim which has not been satisfied, such obligations have been cash collateralized in an amount sufficient in the reasonable judgment of the Administrative Agent or such Lender Party to satisfy such claim), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Loan Party. Upon any such termination, the Administrative Agent will, at the applicable Loan Party’s expense, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such termination.
Appears in 3 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor Pledgor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Swap Documents at the direction of the Indenture Obligations by such Grantor in accordance or with the terms thereofconsent of MLCS, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent MLCS will, at such Grantorthe Pledgor’s expense, execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such Grantor request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the Collateral Agent date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of such Grantor the Pledgor to the effect that the transaction is in compliance with the First Lien Security Swap Documents and any Secured First Lien Agreements and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral Agent may shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably requestrequest to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. The Collateral Agent shall be authorized to rely on Promptly, upon any such certificate without independent investigationtermination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 2 contracts
Samples: Pledge Agreement (Municipal Mortgage & Equity LLC), Pledge Agreement (Municipal Mortgage & Equity LLC)
Release; Termination. (a) The (i) Upon (A) any Disposition of any item of Collateral Agent acting on of any Grantor as permitted by the instructions of Loan Documents, and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in a manner permitted by the Applicable Authorized Representative shall have Loan Documents, and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the right to release Liens on the Collateral Loan Documents, and, in each case (other than releases with respect to Dispositions of all Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or substantially all other event, as applicable, is permitted under the terms of the CollateralLoan Documents (which written certification the Agent shall be entitled to rely conclusively without further inquiry). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) then in the case of Collateral of a Grantor other than Holdings and the Companyforegoing clause (i), (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations security interests granted under this Agreement by such Grantor in accordance with such Collateral or in the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee assets of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) Subsidiary, as applicable, shall immediately terminate and automatically be released, and in the case of Collateral that is Equity Intereststhe foregoing clause (ii), upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined security interests granted under this Agreement in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice equity interests of such Investment Grade Ratings to the Trustee Foreign Subsidiary shall immediately terminate and the Collateral automatically be released, and Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligationswill, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in and subject to the Indenture); and
(vii) as it relates Intercreditor Agreement, promptly deliver at the Grantor’s request to such Grantor all certificates representing any Secured First Lien ObligationsPledged Equity released and all notes and other instruments representing any Pledged Debt, such Receivables or other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral so released, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided that provided, that, no such documents shall be required unless such Grantor shall have delivered to the Collateral Agent Agent, at least five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the Agent, a written request therefor for release describing the item of Collateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent (which form shall be reasonably acceptable to the Agent) and a certificate of such Grantor to the effect that the transaction is will be in compliance with the First Lien Security Documents Loan Documents.
(b) The pledge and any Secured First Lien Agreements security interest granted hereby will be terminated as set forth in Section 9.16(b) of the Credit Agreement and as upon such termination all rights to such other matters as the Collateral shall revert to the applicable Grantor and the Agent may reasonably request. The Collateral Agent shall be authorized will promptly deliver to rely on the applicable Grantors all certificates representing any such certificate without independent investigationPledged Equity or Pledged Debt, Receivables or other Collateral.
Appears in 2 contracts
Samples: Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co)
Release; Termination. (a) The Collateral Agent acting on Liens securing the instructions Existing Notes Obligations will be released, in whole or in part, as provided in Section 12.04 of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Existing Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Liens securing the New Notes Obligations will be released, in whole or in part, as provided in Section 12.04 of the New Indenture.
(c) The Liens securing any other Additional Pari Passu Obligations of any Series will be released, in whole or in part, as provided in the Additional Pari Passu Agreement governing such Additional Pari Passu Obligations.
(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 26, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) such Grantor shall have delivered to the Collateral Agent a written request therefor for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the First applicable Second Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The , and (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with (x) Section 4.10 of the Existing Indenture in the case of the Existing Notes Obligations, (y) Section 4.10 of the New Indenture in the case of the New Notes Obligations and (z) the comparable provision, if any, of any other Additional Pari Passu Agreement in the case of any other Series of Additional Pari Passu Obligations governed by such Additional Pari Passu Agreement, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under such provision of such applicable Second Lien Document.
(e) Upon the payment in full in cash of the Secured Obligations (other than (with respect contingent indemnification obligations not yet accrued and payable under the Second Lien Documents) pursuant to the terms of the Second Lien Documents, the pledge and security interest granted hereby shall be authorized terminate and all rights to rely on the Collateral shall revert to the applicable Grantor. Upon any such certificate without independent investigationtermination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Universal Hospital Services Inc)
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Parity Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent Trustee will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent Trustee, at least ten Business Days prior to the date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Trustee and a certificate of such Grantor and, if reasonably requested by the Collateral Trustee, an opinion of counsel to the effect that the transaction is in compliance with the First Parity Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent Trustee may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance the Parity Lien Documents shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Trustee when and as required under the Parity Lien Documents.
(b) Upon the occurrence of the conditions set forth in the Collateral Trust Agreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Trustee shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. To the extent a release is expressly permitted pursuant to Section 4.1 of the Collateral Trust Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Trustee shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall be authorized reasonably request, in form and substance reasonably satisfactory to rely the Collateral Trustee, including financing statement amendments to evidence such release. The Collateral Trustee shall release all or any portion of the Collateral solely on any such certificate without independent investigationthe terms and subject to the condition set forth in Section 4.1 of the Collateral Trust Agreement.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (x) Upon any sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales of Inventory in the Indenture Obligations by such Grantor in accordance with the terms thereofordinary course of business), and (y) as it relates to the Revolving Obligations, upon the release occurrence of the Guarantee of Collateral Release Date, the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral assignment and security interest granted hereby; provided, however, that, in the case of a release pursuant to this Section 6.05; provided that clause (x) above, (i) such Grantor shall have delivered to the Collateral Agent a written request therefor and Administrative Agent, at least five Business Days prior to the date of the proposed release, a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents together with a form of release for execution by the Administrative Agent and (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.05 of the Credit Agreement. Notwithstanding any other provision herein to the contrary, upon the consummation of any Qualified Receivables Transaction (including without limitation any sales, conveyances or other transfers of Receivables Program Assets thereunder), the security interest granted hereunder in any Receivables Program Assets subject to such Qualified Receivables Transaction shall be automatically released.
(b) Upon the latest of (i) the payment in full in cash of the Secured First Lien Obligations (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the termination or expiration of all Letters of Credit, all Secured Hedge Agreements and as all Secured Cash Management Agreements (or, in the case of Letters of Credit, the Cash Collateralization thereof in an amount equal to 105% of the face value thereof), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. In addition, upon any Grantor ceasing to be a Guarantor pursuant to the terms of the Credit Agreement or the Guaranty (whether by a permitted disposition of the Equity Interests in such Grantor or otherwise), the pledge and security interest granted hereby and by each other applicable Collateral Document shall terminate with respect to the Collateral of such Grantor and all rights to such other matters as the Collateral Agent may reasonably requestshall revert to such Grantor. The Collateral Agent shall be authorized to rely on Upon any such certificate without independent investigationtermination as contemplated in this Section 26(b), the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor Pledgor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Swap Documents at the direction of the Indenture Obligations by such Grantor in accordance or with the terms thereofconsent of MLCS, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent MLCS will, at such Grantorthe Pledgor’s expense, execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such Grantor request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the Collateral Agent date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of such Grantor the Pledgor to the effect that the transaction is in compliance with the First Lien Security Swap Documents and any Secured First Lien Agreements and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral Agent may shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably requestrequest to evidence such termination to effect the release of its security interests hereunder.
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. The Collateral Agent shall be authorized to rely on Promptly, upon any such certificate without independent investigationtermination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on the instructions of any Grantor in accordance with Section 10.2.6 of the Applicable Authorized Representative Loan Agreement, the security interest created hereunder on such item of Collateral shall have be automatically released.
(b) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Section 10.2.6 of the right to release Liens on the Collateral Loan Agreement (other than releases Permitted Ordinary Accounts/Inventory Disposition), Agent will, at Borrowers’ expense and in accordance with the Intercreditor Agreement, execute and deliver to Borrower Agent such documents as such Borrower Agent shall reasonably request to evidence the release of all or substantially all such item of Collateral from the assignment and security interest granted hereunder; provided that, unless otherwise waived by Agent, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) Borrower Agent shall have delivered to Agent, at least ten Business Days prior to the date of the Collateral)proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof, together with a form of release for execution by the Agent and a certificate of Borrower Agent to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Agent may request. In addition, if the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral Equity Interests of a Grantor other than Holdings and the CompanyGuarantor are sold, (w) as it relates transferred or otherwise disposed of to the Term Loan Obligations, upon the release a Person that is not an Affiliate pursuant to a transaction permitted by Section 10.2.6 of the Guarantee of the Term Loan Obligations by Agreement that results in such Grantor Guarantor ceasing to be a Restricted Subsidiary or if a Guarantor is designated as an Unrestricted Subsidiary in accordance with the terms thereofof the Loan Agreement, (x) as it relates or upon the effectiveness of any written consent pursuant to Section 15.1.1 of the Indenture Obligations, upon Loan Agreement to the release of the Guarantee of the Indenture Obligations Guaranty granted by such Grantor in accordance Guarantor, such Guarantor shall be automatically released from its Obligations under the Loan Agreement without further action and all Liens on the Property of such Guarantor granted under the Loan Documents shall be automatically released. In connection with the terms thereofsuch release, (y) as it relates Agent shall promptly execute and deliver to the Revolving Obligationssuch Guarantor, upon the at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release of the Guarantee such Guaranty or Liens. Any execution and delivery of the Revolving Obligations documents pursuant to this Section 27 shall be without recourse to or warranty by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien AgreementAgent.
(bc) The Upon the Discharge, the security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Agent will, at such the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationtermination.
Appears in 1 contract
Samples: Security Agreement (Solo Cup CO)
Release; Termination. Upon (aA) The any Disposition of any item of Collateral Agent acting on of any Grantor as permitted by the instructions Loan Documents, (B) any item of the Applicable Authorized Representative shall have the right to release Liens on the Collateral becoming Excluded Property (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) except to the extent resulting from any transaction that is not prohibited permitted under the Secured First Lien Agreements;
Loan Documents), (iiC) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary pursuant to a transaction permitted by the Loan Documents, (D) subject to Section 5.17(b) of the Credit Agreement,provided any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary pursuant to a transaction permitted by the Loan Documents or (E) the consent of the Required Lenders to such release and termination as provided in Section 9.02 of the Credit Agreement, the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary (and in the case of Collateral of a Grantor other than Holdings and clause (C), the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations guarantee provided by such Grantor in accordance with the terms thereofSubsidiary hereunder), (x) as it relates to the Indenture Obligationsapplicable, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereofshall immediately terminate and automatically be released. The Administrative Agent will, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation each of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
foregoing clauses (ivi) as it relates and (ii) above, subject to the Indenture ObligationsIntercreditor Agreement, if promptly deliver at the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) Grantor’s request to such Grantor all certificates representing any Pledged Equity released and the Companyall notes and other instruments representing any Pledged Debt, as the issuer under the Indenture Receivables or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee other Collateral so released, and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Administrative Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created assignment and security interest granted hereby; , that, the release of any Grantor from its obligations under this Agreement on or any Collateral pursuant other Loan Document if such Grantor becomes an Excluded Subsidiary shall only be permitted if, at the time such Grantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to this Section 6.05; provided that such release and the consummation of the applicable transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, and (3) such Grantor shall have delivered to the Collateral Administrative Agent a written request therefor and a certificate of such Grantor to the effect that the contemplated transaction is will be in compliance with the First Lien Security Loan Documents and the foregoing clauses (1) and (2); provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of thea Replacement ABL Facility or any Secured First Lien Agreements other Material Indebtedness. At such time as the Obligations shall have been paid in full and as the Commitments have been terminated, 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 Administrative Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such other matters Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. At the Collateral Agent may reasonably request. The Collateral Agent request and sole expense of the Borrower, a Guarantor shall be authorized to rely on any released from its obligations hereunder in the event that all the Capital Stock of such certificate without independent investigationGuarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Eastman Kodak Co)
Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on of any Grantor permitted by, and in accordance with, the instructions terms of the Applicable Authorized Representative shall have the right Loan Documents to release Liens on the Collateral (any Person other than releases a Loan Party or upon the effectiveness of all or substantially all any consent to the release of the Collateral). In addition, the Lien security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets terminate; provided that, with respect to any Person Collateral that is also subject to any Lien securing any Permitted Subordinated Indebtedness, the Lien created under this Agreement shall not terminate unless the Lien securing such Permitted Subordinated Indebtedness is (or is simultaneously) terminated. Upon the release of any Grantor (other than the Company or a GrantorBorrower) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Companyfrom its Guaranty, (w) as it relates to the Term Loan Obligationsif any, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents, the Lien created under this Agreement on the Collateral of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by shall automatically terminate and such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) shall automatically be released from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) its obligations hereunder. The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.0519(a); provided that such Grantor shall have delivered to the Collateral Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations, FNIS Notes Obligations, Secured Hedging Obligations and Cash Management Obligations not yet due and payable) and the termination of the Commitments and (ii) the termination or expiration of all Letters of Credit or other provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, the Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
(c) If not already terminated pursuant to the other provisions of Section 19 hereof, the Liens granted hereunder to secure the FNIS Notes Obligations shall terminate with respect to any series of FNIS Notes at such time as the Liens granted hereunder to secure the other Secured Obligations are no longer subject to the requirement under the FNIS Notes Indenture to equally and ratably secure such FNIS Notes Obligations, whether as a result of the repayment in full of such series of FNIS Notes or otherwise. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Release; Termination. (a) The Collateral Agent acting on the instructions Upon any sale, lease, transfer or other Disposition of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases any item of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Non-Shared Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereofof the Credit Agreement, (i) so long as the Collateral Agent shall not be required to execute a release or release possession with respect thereto, the security interest in such Non-Shared Collateral shall be released automatically, and without further action, and (ii) under any other circumstance, (x) as it relates upon the delivery to the Indenture Obligations, upon the release Collateral Agent of a certificate of the Guarantee of Parent Guarantor to the Indenture Obligations by effect that such Grantor sale, lease, transfer or other Disposition is in accordance with the terms thereof, of the Credit Agreement and (y) as it relates within five (5) Business Days after notice to the Revolving Obligations, upon the release Administrative Agents of the Guarantee of the Revolving Obligations receipt by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates of such a certificate, if prior to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge end of such Additional Secured First Lien Obligations;
(vi) as it relates to period the Indenture ObligationsCollateral Agent has not received a written objection from the Administrative Agents, upon the Legal Defeasance, Covenant Defeasance or satisfaction security interest in such Non-Shared Collateral shall be released and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Non-Shared Collateral from the assignment and security interest granted hereby; provided, however, that if such sale, lease, transfer or other Disposition would result in a prepayment under Section 2.05(b)(i)of the Credit Agreement, then a Responsible Officer of the Parent Guarantor shall be required to deliver a notice at least five Business Days prior to the date of such Disposition which notice shall (i) specify the Non-Shared Collateral to be so sold or otherwise disposed of and (ii) certify that the proceeds of such Non-Shared Collateral will be applied in accordance with the Credit Agreement and this Agreement, and the Grantors are not, and after giving effect to such release, would not be, in Default under the Credit Agreement; provided further, however, that if prior to the time that the Collateral Agent delivers documents evidencing a release under this Section 23(a), the Collateral Agent shall have received a Collateral Trust Agreement Default Notice (as defined in the Collateral Trust Agreement) that shall not have been withdrawn prior to such time and the Administrative Agents on behalf of the Required Section 8.01 Lenders shall not have directed the Collateral Agent to deliver such a release, than the Collateral Agent shall so notify the Grantors and shall not sign any release or releases in connection with such Disposition.
(b) Upon the occurrence of the Lien created under this Agreement on Shared Collateral Termination Date (as defined in the Collateral Trust Agreement), the pledge and security interest granted hereby shall terminate and all rights to the Non-Shared Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral pursuant Agent will, at the applicable Grantor's expense, execute and deliver to this Section 6.05; provided that such Grantor such documents as such Grantor shall have delivered reasonably request to the Collateral Agent a written request therefor and a certificate of evidence such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationtermination.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on At such time as the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral Obligations (other than releases of all or substantially all of the Collateral). In additionany contingent indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full, the Lien granted hereby Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in any a manner reasonably satisfactory to the Administrative Agent), all Collateral (but not any Proceeds thereof) shall be automatically be released:
(i) to enable released from the disposition of such property or assets to any Person Liens created hereby, and this Security Agreement and all obligations (other than the Company or a Grantorthose expressly stated to survive such termination) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred each Grantor shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and is continuing under the Indenture;
(v) (w) as it relates all rights to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates Collateral shall revert to the Indenture Obligationsapplicable Grantor. At the request and sole expense of any Grantor following any such termination, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent willshall promptly execute, at such Grantor’s expense, execute acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination.
(b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Lien Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements and any amendment or modification of this Security Agreement pursuant to a Security Supplement or otherwise), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created under this Agreement hereby (if any) on such Collateral.
(c) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 11, including without limitation UCC termination statements, any amendment or modification of this Security Agreement pursuant to a Security Supplement or otherwise, or other release-related documentation, the Borrower or other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 6.05; 11 and the relevant provisions of the Credit Agreement (provided that such Grantor shall have an Officer’s Certificate delivered to the Collateral Agent a written request therefor and a certificate pursuant to Section 6.09(c) of such Grantor the Credit Agreement shall be deemed to satisfy the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably requestrequirements of this clause (c)). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted by this Section 11.
(d) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 (a) or (b) of the Credit Agreement, such Grantor shall cease to be authorized a Grantor hereunder and the items of Collateral owned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the applicable Grantor’s sole expense and cost, promptly execute, acknowledge and deliver to rely such Grantor such releases, instruments or other documents (including without limitation UCC termination statements and any amendment or modification of this Security Agreement pursuant to a Security Supplement or otherwise), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral.
(e) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary (as defined in the Account Control Agreement) or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such certificate without independent investigationwithdrawal.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Airlines Inc)
Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on of any Grantor permitted by, and in accordance with, the instructions terms of the Applicable Authorized Representative shall have the right Loan Documents to release Liens on the Collateral (any Person other than releases Holdings, the Company or any Restricted Subsidiary or upon the effectiveness of all or substantially all any consent to the release of the Collateral). In addition, the Lien security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon terminate. Upon the release of the Guarantee of the Term Loan Obligations by such any Grantor from its Guaranty, if any, in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents, the Lien created under this Agreement on the Collateral of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by shall automatically terminate and such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) shall automatically be released from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) its obligations hereunder. The Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.0520(a); provided that such Grantor shall have delivered to the Collateral Administrative Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Administrative Agent may reasonably request. The Collateral Administrative Agent shall be authorized to rely on any such certificate without independent investigation.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, (ii) the Maturity Date and (iii) the termination or expiration of all Letters of Credit, the Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) Inventory in the case ordinary course of business), the security interest in such Collateral that is Equity Interestsshall automatically terminate and as promptly as practicable, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent Agent, at least five Business Days prior to the date of the proposed release, a written request therefor for release describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. .
(b) In the case of Collateral other than the Revolver Collateral (as defined in the General Intercreditor Agreement), the security interest in such Collateral shall terminate on the date on which the Collateral Agent shall have received written notice as provided for in the Loan Agreement that the Obligations under the Term Loan Agreement (other than contingent obligations) shall have become unsecured or shall have been paid in full with the proceeds of unsecured indebtedness, the unfunded commitments, if any, of the lenders under the Term Loan Agreement shall have been terminated and the Liens securing such Obligations shall have been released, and as promptly as practicable thereafter, the Collateral Agent will, at the Grantors’ expense, execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence the release of such Collateral from the assignment and security interest granted hereby; provided, however, that the security interest in such Collateral shall not terminate and the Collateral Agent shall not release its security interest in such Collateral if at the time thereof any Event of Default is then continuing.
(c) In the case of the Revolver Collateral, the security interest in such Collateral shall terminate on the date on which the Collateral Agent shall have received written notice as provided for in the Loan Agreement that (i) the Obligations under the Term Loan Agreement (other than contingent obligations) shall have become unsecured or shall have been paid in full with the proceeds of unsecured indebtedness, the unfunded commitments, if any, of the lenders under the Revolving Credit Agreement shall have been terminated and the Liens securing such Obligations shall have been released, and (ii) the Obligations under and as defined in the Revolving Credit Agreement (other than contingent obligations) shall have become unsecured or shall have been paid in full with the proceeds of unsecured indebtedness, the unfunded commitments, if any, of the lenders under the Revolving Credit Agreement shall have been terminated and the liens securing such Obligations shall have been released, and as promptly as practicable thereafter, the Collateral Agent will, at the Grantors’ expense, execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence the release of such Collateral from the assignment and security interest granted hereby; provided, however, that the security interest in such Collateral shall not terminate and the Collateral Agent shall not release its security interest in such Collateral if at the time thereof any Event of Default is then continuing.
(d) Upon the payment in full in cash of the Secured Obligations (other than contingent obligations), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor and the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
(e) The Collateral Agent shall be authorized to rely on any such certificate without independent investigationrelease the Collateral as otherwise provided for under the Intercreditor Agreements.
Appears in 1 contract
Samples: Security Agreement (Building Materials Manufacturing Corp)
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral Upon any (x) sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales and leases of Inventory in the Indenture Obligations by such Grantor in accordance with ordinary course of business but including, without limitation, dispositions pursuant to any Securitization Transaction permitted under the terms thereof, Credit Agreement) or (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case items of Collateral that is Equity Interestsbecoming Designated Fixed Assets, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) except in the case of items of Collateral becoming Designated Fixed Assets or asset dispositions pursuant to this Section 6.05; provided that 5.02(e)(i) of the Credit Agreement with a fair market value of less than $500,000, such Grantor shall have delivered to the Collateral Agent Agent, at least ten Business Days prior to the date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.06 of the Credit Agreement.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations other than under indemnification and reimbursement provisions for which claims have not been asserted, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements which have not otherwise been provided for in a manner satisfactory to the Issuing Bank or the Hedge Bank, as the case may be, the pledge and security interest granted hereby shall be authorized terminate and all rights to rely on the Collateral shall revert to the applicable Grantor. Upon any such certificate without independent investigationtermination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property any Pledged SPE, Intermediate Lessee or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor Parent Holdco in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of Loan Documents, the Indenture Obligations by such Grantor security interest hereof and related guaranties will be deemed to be released in accordance with the terms thereofrespect of, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such GrantorGuarantor’s expense, execute and deliver to such Grantor Guarantor such documents as such Grantor Guarantor shall reasonably request to evidence any the release of (i) such Pledged SPE or Intermediate Lessee from the Lien created under this Agreement on security interest granted hereby, in the case of any sale, transfer or other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such Parent Holdco from its obligations hereunder and from the security interest granted hereby, in the case of any sale, transfer or other disposition of any Parent Holdco, and to the extent that (A) the Collateral pursuant Agent’s consent is required for any deregistration of the interests in such released Collateral from any registry or (B) the Collateral Agent is required to this Section 6.05; initiate any such deregistration, the Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the avoidance of doubt, upon or following any sale, transfer or other disposition by any Pledged SPE of any Eligible Aircraft strictly in accordance with the terms of the Loan Documents, such Pledged SPE and any related Intermediate Lessee may be dissolved, liquidated or wound up, provided that at the time of such Grantor dissolution, liquidation or winding up such Pledged SPE shall have not Own any Eligible Aircraft and, in the case of any related Intermediate Lessee, such Intermediate Lessee shall not be leasing any Eligible Aircraft Owned by any other Pledged SPE.
(b) Upon payment in full in cash of the Secured Obligations and termination or expiration of the 2012 Commitments, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Guarantor. Upon any such termination, the Agent will, at the applicable Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination.
(c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” hereunder, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, as soon as reasonably practicable, be delivered to the successor Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationAgent.
Appears in 1 contract
Samples: Security and Guarantee Agreement (International Lease Finance Corp)
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
released (i) to enable the upon any sale, lease, transfer or other disposition of such property or assets Collateral permitted by, and in accordance with, the terms of the Secured Agreements to any Person (other than Holdings, the Company or a Grantorany Restricted Subsidiary (as defined in any Secured Agreement) to the extent not prohibited under the Secured First Lien Agreements;
and (ii) in upon the case effectiveness of Collateral of a Grantor other than Holdings and the Company, (w) as it relates any consent to the Term Loan Obligations, upon the release of the Guarantee security interest granted hereby in any Collateral pursuant to Section 10.03 of the Term Loan Obligations by Indenture and any applicable provision of any Additional Secured Agreement. The Lien created under this Agreement on the Collateral of any Grantor shall automatically terminate and such Grantor in accordance with the terms thereof, shall automatically be released from its obligations hereunder (x) as it relates to the Indenture Notes Obligations, upon the release of the Guarantee if such Grantor is released from its Guaranty in accordance with Section 11.05 of the Indenture Obligations by such Grantor in accordance with the terms thereof, and (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Secured Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to under any Additional Secured First Lien ObligationsAgreement, upon if it ceases to be a guarantor under such Additional Secured Agreement pursuant to the release of the Guarantee applicable provisions of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) . The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.056.05(a); provided that such Grantor shall have delivered to the Collateral Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.
(b) Upon the Discharge of Secured Obligations, the Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the Company’s expense, execute and deliver to the Company such documents as such Grantor shall reasonably request to evidence such termination; provided that the Company shall have delivered a certificate to the effect that the Discharge of Secured Obligations has occurred and as to such other matters as the Collateral Agent shall reasonably request. The Collateral Agent shall be authorized to rely on such certificate without further investigation.
Appears in 1 contract
Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on of any Grantor permitted by, and in accordance with, the instructions terms of the Applicable Authorized Representative shall have the right Loan Documents to release Liens on the Collateral (any Person other than releases a Loan Party or upon the effectiveness of all or substantially all any consent to the release of the Collateral). In addition, the Lien security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets terminate; provided that, with respect to any Person Collateral that is also subject to any Lien securing any Permitted Subordinated Indebtedness, the Lien created under this Agreement shall not terminate unless the Lien securing such Permitted Subordinated Indebtedness is (or is simultaneously) terminated. Upon the release of any Grantor (other than the Company or a GrantorCompany) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Companyfrom its Subsidiary Guaranty, (w) as it relates to the Term Loan Obligationsif any, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents, the Lien created under this Agreement on the Collateral of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by shall automatically terminate and such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) shall automatically be released from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) its obligations hereunder. The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents (together with any applicable possessory Collateral if then in the possession of the Collateral Agent) as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.0521(a); provided that such Grantor shall have delivered to the Collateral Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.
Appears in 1 contract
Samples: Credit Agreement (Lender Processing Services, Inc.)
Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on of any Grantor permitted by, and in accordance with, the instructions terms of the Applicable Authorized Representative Loan Documents, the pledge and security interest granted hereby in such item of Collateral shall have be automatically released at the right time of sale, lease, transfer or other disposition without any further action of any Person and all rights to such Collateral shall revert to the applicable Grantor.
(b) Upon the release of any Grantor from its obligations under its Guaranty permitted by, and in accordance with the terms of the Loan Documents, such Grantor shall be automatically released from this Agreement and all obligations of such Grantor and all Liens on over the Collateral of such Grantor will terminate and be automatically released without any further action of any Person and all rights to such Collateral shall revert to the applicable Grantor.
(other than releases c) Upon the effectiveness of all or substantially all any written consent to the release of the Collateral). In addition, the Lien granted hereby in any Collateral pursuant to Section 10.11(a)(iii) of the Credit Agreement, the pledge and security interest granted hereby in such item of Collateral shall be automatically released at the time of sale, lease, transfer or other disposition without any further action of any Person and all rights to such Collateral shall revert to the applicable Grantor.
(but not any Proceeds thereofd) shall automatically be released:
Upon the later of (i) to enable the disposition payment in full of such property or assets to any Person all Secured Obligations (other than in respect of contingent indemnification and reimbursement obligations for which no claim has been made) and the Company or a Grantor) termination of all Letters of Credit (other than to the extent not prohibited under that the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release Outstanding Amount of the Guarantee of the Term Loan L/C Obligations by such Grantor related thereto has been Cash Collateralized in accordance with the terms thereofof the Credit Agreement or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place) and (ii) the Latest Maturity Date, (xA) as it relates this Agreement and all other rights, powers and remedies in connection therewith shall immediately and automatically terminate in all respects, (B) the pledge and security interests granted hereby in all Collateral and all other obligations hereunder shall immediately and automatically terminate in all respects and (C) all rights to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates Collateral shall revert to the Revolving Obligationsapplicable Grantor, upon the release all without any further action of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien AgreementPerson.
(e) In connection with such release or termination pursuant to clause (a), (b), (c) The Collateral or (d) of this Section 30, the Administrative Agent will, at such the applicable Grantor’s expense, execute and deliver to such Grantor such documents and/or authorize the filing of such financing statements, in each case as such Grantor shall reasonably request in writing to evidence any such release of the Lien created under this Agreement on any or termination and return all Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered in its possession (if any) to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationapplicable Grantor.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (BJ Services, Inc.)
Release; Termination. (a) The Collateral Agent acting on pledge and security interest granted hereby shall automatically terminate, the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of granted under the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall Documents will automatically be released:
released (i) to enable the disposition in whole, upon Payment in Full of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
Obligations, (ii) in the case as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of Collateral of by a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereofof the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Credit Agreement, (xiii) with respect to any Collateral that is owned by a Grantor that is released from its Guarantee pursuant to Section 5.09(c) of the Credit Agreement, (iv) with respect to any Security Collateral associated with a Restricted Subsidiary that is redesignated as it relates an Unrestricted Subsidiary pursuant to Section 5.09(b) of the Credit Agreement, (v) with respect to the Indenture ObligationsAgreement Collateral, upon on the release Agreement Collateral Release Date and (vi) with the consent of the Guarantee Required Lenders pursuant to Section 9.08(b) of the Indenture Obligations Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Grantor. Notwithstanding any provision to the contrary herein, as and when requested by such Grantor in accordance with any Grantor, the terms thereofAdministrative Agent shall, at the Grantor’s cost, (y) as it relates to execute and deliver UCC financing statement amendments or releases that remove the Revolving Obligations, upon released Collateral from any previously filed financing statements that included such released Collateral in the release description of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; assets covered thereby and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor any such documents released Collateral in the Administrative Agent’s possession following the release of such Collateral. If requested in writing by a Grantor, the Administrative Agent shall, at the Grantor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Grantor shall may reasonably request to evidence any release or confirm that the Collateral released in accordance with this Section 20 has been released from the Liens of each of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationDocuments.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Choice Hotels International Inc /De)
Release; Termination. (a) The (i) Upon (A) any Disposition of any item of Collateral Agent acting on of any Grantor as permitted by the instructions of Loan Documents, and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in a manner permitted by the Applicable Authorized Representative shall have Loan Documents, and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the right to release Liens on the Collateral Loan Documents, and, in each case (other than releases with respect to Dispositions of all Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or substantially all other event, as applicable, is permitted under the terms of the CollateralLoan Documents (which written certification the Agent shall be entitled to rely conclusively without further inquiry). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) then in the case of Collateral of a Grantor other than Holdings and the Companyforegoing clause (i), (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations security interests granted under this Agreement by such Grantor in accordance with such Collateral or in the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee assets of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) Subsidiary, as applicable, shall immediately terminate and automatically be released, and in the case of Collateral that is Equity Intereststhe foregoing clause (ii), upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined security interests granted under this Agreement in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice equity interests of such Investment Grade Ratings to the Trustee Foreign Subsidiary shall immediately terminate and the Collateral automatically be released, and Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligationswill, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in and subject to the Indenture); and
(vii) as it relates Intercreditor Agreements, promptly deliver at the Grantor’s request to such Grantor all certificates representing any Secured First Lien ObligationsPledged Equity released and all notes and other instruments representing any Pledged Debt, such Receivables or other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral so released, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided that provided, that, no such documents shall be required unless such Grantor shall have delivered to the Collateral Agent Agent, at least five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the Agent, a written request therefor for release describing the item of Collateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent (which form shall be reasonably acceptable to the Agent) and a certificate of such Grantor to the effect that the transaction is will be in compliance with the First Lien Security Documents Loan Documents.
(b) The pledge and any Secured First Lien Agreements security interest granted hereby will be terminated as set forth in Section 9.16(b) of the Credit Agreement and as upon such termination all rights to such other matters as the Collateral shall revert to the applicable Grantor and the Agent may reasonably request. The Collateral Agent shall be authorized will promptly deliver to rely on the applicable Grantors all certificates representing any such certificate without independent investigationPledged Equity or Pledged Debt, Receivables or other Collateral.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable Upon (A) any Disposition of any item of Collateral of any Grantor as permitted by the disposition Loan Documents, (B) any item of such property or assets to any Person Collateral becoming Excluded Property (other than the Company or a Grantor) except to the extent resulting from any transaction that is not prohibited permitted under the Secured First Lien Agreements;
Loan Documents), (iiC) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary pursuant to a transaction permitted by the Loan Documents, (D) any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary pursuant to a transaction permitted by the Loan Documents or (E) the consent of the Required Lenders to such release and termination as provided in Section 9.02 of the Credit Agreement, the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary (and in the case of Collateral of a Grantor other than Holdings and clause (C), the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations guarantee provided by such Grantor in accordance with the terms thereofSubsidiary hereunder), (x) as it relates to the Indenture Obligationsapplicable, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereofshall immediately terminate and automatically be released. The Administrative Agent will, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation each of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
foregoing clauses (ivi) as it relates and (ii) above, subject to the Indenture ObligationsIntercreditor Agreement, if promptly deliver at the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) Grantor’s request to such Grantor all certificates representing any Pledged Equity released and the Companyall notes and other instruments representing any Pledged Debt, as the issuer under the Indenture Receivables or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee other Collateral so released, and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Administrative Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created assignment and security interest granted hereby; provided, that, the release of any Grantor from its obligations under this Agreement on or any Collateral pursuant other Loan Document if such Grantor becomes an Excluded Subsidiary shall only be permitted if, at the time such Grantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to this Section 6.05; provided that such release and the consummation of the applicable transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, and (3) such Grantor shall have delivered to the Collateral Administrative Agent a written request therefor and a certificate of such Grantor to the effect that the contemplated transaction is will be in compliance with the First Lien Security Loan Documents and the foregoing clauses (1) and (2); provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of the ABL Facility or any Secured First Lien Agreements other Material Indebtedness. At such time as the Obligations shall have been paid in full and as the Commitments have been terminated, 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 Administrative Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such other matters Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. At the Collateral Agent may reasonably request. The Collateral Agent request and sole expense of the Borrower, a Guarantor shall be authorized to rely on any released from its obligations hereunder in the event that all the Capital Stock of such certificate without independent investigationGuarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Eastman Kodak Co)
Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on of any Grantor permitted by, and in accordance with, the instructions terms of the Applicable Authorized Representative shall have the right to release Liens on the Collateral Loan Documents (other than releases to another Loan Party or to a Person becoming or required to become a Loan Party at the time of all such sale, lease, transfer or substantially all other disposition (or within the 30- or 60-day time periods provided for in Section 6.12 of the CollateralCredit Agreement). In addition) (such sale, the Lien lease, transfer or other disposition, a “Collateral Disposition”), assignment, pledge and security interest granted hereby in any Collateral (but not any Proceeds thereof) with respect to such collateral shall automatically be released:
(i) terminate and all rights to enable the disposition of such property or assets Collateral shall revert to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a such Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment, pledge and security interest granted hereby; provided that provided, however, that, if requested by the Administrative Agent, such Grantor shall have delivered to the Collateral Administrative Agent a written request therefor and for release, a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters supporting information as the Collateral Administrative Agent may reasonably request. The Collateral Agent For purposes of the foregoing, if any Grantor becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such occurrence (but, in the case of a Grantor that becomes an Excluded Subsidiary pursuant to clause (d) of the definition thereof, only upon the request of the Borrower) shall be authorized deemed a Collateral Disposition of such Grantor and all Collateral of such Grantor, entitled to rely on the benefits of the foregoing provisions.
(b) Upon the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), the assignment, pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such certificate without independent investigationtermination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Appears in 1 contract
Samples: Second Lien Security Agreement (Syniverse Holdings Inc)
Release; Termination. (a) The Collateral Agent acting on the instructions Upon any Disposition of any item of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) Inventory in the case ordinary course of Collateral that is Equity Interestsbusiness), upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent Parties will, at such Grantorthe Collateral Provider’s expense, execute and deliver to such Grantor the Collateral Provider (without recourse or representation or warranty) such documents as such Grantor the Collateral Provider shall reasonably request to evidence any the release of such item of the Lien Collateral from the security interests created under this Agreement on any hereby; provided, that (i) at the time of such request and such release no Specified Default shall have occurred and be continuing, (ii) the Collateral pursuant to this Section 6.05; provided that such Grantor Provider shall have delivered to the Collateral Agent Agent, at least five Business Days prior to the date of the proposed release, a written request therefor for release describing the item of the Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Secured Parties and Collateral Agent and a certificate of such Grantor the Collateral Provider to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent or the Secured Parties may reasonably requestrequest and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 8.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 8.03 of the Credit Agreement.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Maturity Date and (iii) the termination or expiration of all Commitments and all Letters of Credit, the security interests created hereby shall terminate and all rights to the Collateral shall revert to the Collateral Provider. The Upon any such termination, the Secured Parties and Collateral Agent will, at the Collateral Provider’s expense, execute and deliver to the Collateral Provider (without recourse or representation or warranty) such documents as the Collateral Provider shall be authorized reasonably request to rely on any evidence such certificate without independent investigationtermination.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor any Pledgor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of Loan Documents, the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such GrantorPledgor’s expense, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05security interest granted hereby; provided provided, however, that (i) at the time of such Grantor request and such release no Event of Default shall have occurred and be continuing and (ii) such Pledgor shall have delivered to the Collateral Agent Agent, at least ten Business Days (or such shorter period as is agreed to by the Agent) prior to the date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Agent and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. .
(b) The Collateral Agent shall be authorized promptly release in accordance with Section 18(c) all the Collateral upon the earlier of (i) the termination of the Security Period and (ii) the latest of (x) the payment in full in cash of the Secured Obligations, (y) the Termination Date and (z) the termination or expiration of all Letters of Credit or the provision of cash collateral or other credit support therefor satisfactory to rely on the applicable Issuing Banks thereof, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Pledgor. Upon any such termination, the Agent will, at the applicable Pledgor’s expense, executed and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence such termination.
(c) In furtherance of the undertaking set forth above in Section 18(b), the Agent shall, upon the request of each Pledgor accompanied by a certificate of the Chief Financial Officer, Treasurer or Controller of such Pledgor, upon which the Agent may conclusively rely without independent investigationverification, to the effect that either (x) the Security Period has terminated or (y) all Secured Obligations under the Credit Agreement and the other Loan Documents have been, or will, concurrently with the release of the Collateral be, paid in full in cash and all Commitments thereunder terminated (and if such Secured Obligations have not previously been so paid, describing the source(s) of funds for such repayment) and all Letters of Credit have terminated or expired (or cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof has been provided). If the Agent shall receive a certificate of the type referred to in clause (y), the Agent shall deliver a notice by registered mail to the Agent stating that the Agent will release such Collateral only upon receipt from the Agent of instructions to do so.
Appears in 1 contract
Samples: Pledge Agreement (Chemtura CORP)
Release; Termination. (a) The Collateral Agent acting on the instructions Upon any Disposition of any item of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) Inventory in the case ordinary course of Collateral that is Equity Interestsbusiness), upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) Parties and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent will, at such Grantorthe Collateral Provider’s expense, execute and deliver to such Grantor the Collateral Provider (without recourse or representation or warranty) such documents as such Grantor the Collateral Provider shall reasonably request to evidence any the release of such item of the Lien Collateral from the security interests created under this Agreement on any hereby; provided, that (i) at the time of such request and such release no Specified Default shall have occurred and be continuing, (ii) the Collateral pursuant to this Section 6.05; provided that such Grantor Provider shall have delivered to the Collateral Agent Agent, at least five Business Days prior to the date of the proposed release, a written request therefor for release describing the item of the Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Secured Parties and the Collateral Agent and a certificate of such Grantor the Collateral Provider to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent or the Secured Parties may reasonably requestrequest and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 8.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 8.03 of the Credit Agreement.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Maturity Date and (iii) the termination or expiration of all Commitments and all Letters of Credit, the security interests created hereby shall terminate and all rights to the Collateral shall revert to the Collateral Provider. The Upon any such termination, the Secured Parties and the Collateral Agent will, at the Collateral Provider’s expense, execute and deliver to the Collateral Provider (without recourse or representation or warranty) such documents as the Collateral Provider shall be authorized reasonably request to rely on any evidence such certificate without independent investigationtermination.
Appears in 1 contract
Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released:
(i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements;
(ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor Pledgor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Swap Documents at the direction of the Indenture Obligations by such Grantor in accordance or with the terms thereofconsent of MLCS, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof;
(iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents;
(iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture;
(v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations;
(vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and
(vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement.
(b) The Collateral Agent MLCS will, at such Grantorthe Pledgor’s expense, execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such Grantor request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the Collateral Agent date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of such Grantor the Pledgor to the effect that the transaction is in compliance with the First Lien Security Swap Documents and any Secured First Lien Agreements and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral Agent may shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably requestrequest to evidence such termination to effect the release of its security interests hereunder
(b) Upon the complete termination of all Confirmation Letters and the payment in full of the Pledgor’s obligations with respect thereto under the Swap Documents or a release of the security interest pursuant to the terms of the Amendment to Swap Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. The Collateral Agent shall be authorized to rely on Promptly, upon any such certificate without independent investigationtermination, MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.
Appears in 1 contract
