Releases; Termination. (a) Pursuant to Section 12.02(e) of the Indenture, upon the transfer of any Pledged Shares to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, the Liens granted pursuant to this Agreement with respect to such transferred Pledged Shares shall automatically be released; provided that, concurrently with the release of such transferred Pledged Shares, the Pledgor shall, if necessary, enter into an amendment to this Agreement or a new Share Pledge Agreement (or equivalent pledge agreement), pursuant to which all of the Equity Interests of the Company owned by the Pledgor (after giving effect to the transfer of any Pledged Shares to a Qualified Local Partner) shall be pledged in favor of the Collateral Agent.
(b) This Agreement shall automatically terminate and be released upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 of the Indenture and the satisfaction of any conditions precedent set forth therein, (ii) consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture, (iii)(x) the replacement of the Company as the “Collateral Rig Operator” in accordance with (a) a Fundamental Change of the Company not prohibited by Section 4.13 of the Indenture and/or (b) a transaction permitted by Section 4.27 or 4.29 of the Indenture, as applicable, and (y) the entry into a new Share Pledge Agreement by the Equity Pledgor as required by the Indenture. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Releases; Termination. In connection with the entry of new account control agreement documentation with respect to the Earnings Account, in form and substance reasonably satisfactory to the Collateral Agent, the then existing account control agreement documentation with respect to the Earnings Account shall be simultaneously terminated. Upon, or simultaneously with, as necessary, any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver such documents as the Pledgor shall reasonably request to evidence such termination.
Releases; Termination. (a) Upon the termination of, and satisfaction in full of all of the Secured Obligations under the Loan Documents, the security interests created by this Agreement and the Collateral Documents shall terminate forthwith and all right, title and interest of the Administrative Agent in and to the Collateral shall revert to the Grantors, their successors and assigns.
(b) Upon the termination of the Administrative Agent’s security interest and the release of the Collateral in accordance with Section 7.13(a), the Administrative Agent will promptly, at the Grantors’ written request and expense (but, in any event, not later than three (3) Business Days following such request), (i) execute and deliver to the Grantors such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as the Grantors shall reasonably request to evidence the termination of such security interest or the release of the Collateral and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Administrative Agent or any agent thereof.
(c) Except as set forth in Sections (d), (e), (f) and (g) below, upon the withdrawal of any Collateral as permitted by the Loan Documents, the security interests and Liens created by the Collateral Documents in such Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Collateral Documents (subject to any requirement therein with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application thereof in accordance with the Credit Agreement). Upon receipt by the Administrative Agent of a certificate from the relevant Grantor or the Company stating that such withdrawal is permitted by (or the relevant consent has been received under) the Loan Documents, the Administrative Agent shall be authorized to, and shall promptly at such Grantor’s or the Company’s request and expense, (i) execute and deliver such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantor) as such Grantor or the Company shall reasonably request to evidence the termination of such security interest and Lien and the release of such Collateral (subject to any requirement with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application of such Proceeds in ...
Releases; Termination. This Agreement shall automatically terminate and be released upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 of the Indenture and the satisfaction of any conditions precedent set forth therein, (ii) consent of the requisite Holders in accordance with Section 10.02 and 12.02 of the Indenture or (iii) (x) the replacement of the Pledgor as the “Collateral Rig Owner” in accordance with (a) a Fundamental Change of the Pledgor not prohibited by Section 4.13 of the Indenture and/or (b) a transaction permitted by Section 4.27 or 4.29 of the Indenture, as applicable, and (y) the entry into a new Receivables Pledge Agreement by the Collateral Rig Owner as required by the Indenture. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Releases; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Credit Agreement and the other Credit Documents, 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 the release of such item of Collateral from the security interest granted hereby.
(b) Upon the Discharge of the Secured Obligations, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the written request of the applicable Grantor and at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
Releases; Termination. (a) This Agreement shall continue to be in effect at all times until the Release Date.
(b) On the Release Date the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the 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 the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral held by the Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination so long as such documents are in form and substance reasonably satisfactory to the Agent.
(c) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement and thereafter not required to be subject to any Lien to secure the Obligations, then the Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral so long as such releases and documents are in form and substance reasonably satisfactory to the Agent.
Releases; Termination. This Agreement shall automatically terminate and be released upon (i) the occurrence of any of the events described in clause (a) or (b) of Section
Releases; Termination. (a) On the date that is one (1) year from the date hereof (the “Initial Distribution Date”), the Escrow Agent shall pay and distribute to the Stockholders, pro rata in accordance with Schedule A hereto, (i) any then-outstanding amount of the Representative Expense Fund and (ii) any then-outstanding amount of the Indemnity Escrow Fund, unless any Claims theretofore made are then still pending and unresolved, in which case assets representing a reasonable quantification (as determined by the Acquiror) of the amount of indemnifiable Losses relating to Claims theretofore made by the Acquiror which are still pending and unresolved as of such date shall be retained by the Escrow Agent (the “Retained Amount”), and the balance paid to the Stockholders pro rata in accordance with Schedule A hereto. The Escrow Agent shall thereafter release from the Indemnity Escrow Fund to the party entitled thereto all portions of the Retained Amount as and when it receives Indemnity Payment Instructions or an Indemnity Determination Order, as applicable, relating to the Claims, or in the alternative, if it has not received a Claim Objection within the allotted time pursuant to Section 4(b).
(b) This Escrow Agreement shall terminate on the date on which the entire Indemnity Escrow Fund and Representative Expense Fund shall have been disbursed in accordance with this Agreement.
Releases; Termination. The Liens created hereunder shall be released and terminated, and the Collateral Agent shall execute and deliver such documents and instruments at the expense of the Company as shall be requested by the Company to release the Collateral from the Liens created hereby, in the manner and upon the satisfaction of the conditions set forth in Section 3.05 of the Intercreditor Agreement.
Releases; Termination. (a) Notwithstanding any provision of this Intercompany Subordination Agreement to the contrary, in connection with a sale or other disposition of all the equity interests of any Subordinated Creditor (other than to the Borrower or any Subsidiary) permitted under the Credit Agreement or any other transaction or occurrence permitted under the Credit Agreement as a result of which such Subordinated Creditor ceases to be a Subsidiary of the Borrower, the Lender shall, upon receipt from the Borrower of a written request for the release of such Subordinated Creditor from its obligations hereunder, identifying such Subordinated Creditor, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement, at the sole cost and expense of the Borrower, execute, acknowledge and deliver (without recourse and without representation or warranty) to the Borrower and such Subordinated Creditor such releases, instruments or other documents and do or cause to be done all other acts, as the Borrower or such Subordinated Creditor shall reasonably request to evidence or effect the release of such Subordinated Creditor from its obligations hereunder (if any). For the avoidance of doubt, upon such sale or other disposition or other transaction or occurrence, the Subordinated Debt of the Subordinated Creditor shall cease to be subject to the provisions of Sections 2 and 3 of this Intercompany Subordination Agreement.
(b) This Intercompany Subordination Agreement shall terminate upon the Payment in Full of the Senior Debt. The Lender shall, upon request from the Borrower, at the sole cost and expense of the Borrower, execute, acknowledge and deliver (without recourse and without representation or warranty) to the Borrower such releases, instruments or other documents and do or cause to be done all other acts, as the Borrower shall reasonably request to evidence or effect such termination.
