Termination and Release. (a) This Agreement and the security interest created hereunder shall terminate when all the Swissco Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding, at which time the Collateral Agent shall reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding.
Appears in 3 contracts
Samples: Pledge Agreement, Pledge Agreement (Graftech International LTD), Pledge Agreement (GrafTech Holdings Inc.)
Termination and Release. (a) This Agreement and the security interest created hereunder shall terminate when all the Swissco Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding, at which time the Collateral Agent shall reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, against receipt, such of the Collateral owned by the such Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the such Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding.
Appears in 3 contracts
Samples: Pledge Agreement (Graftech International LTD), Pledge Agreement (GrafTech Holdings Inc.), Pledge Agreement (Graftech International LTD)
Termination and Release. (a) This Agreement shall continue in effect until (i) the Term Loan Credit Agreement has been terminated pursuant to its express terms and (ii) all of the security interest created hereunder shall terminate when all the Swissco Term Loan Obligations and have been fully and indefeasibly paid and performed in full; provided, however, that no such termination shall be effective at any time when any Existing Notes Obligations remain outstanding unless and until (i) the Secured Parties Borrower shall have no further Commitments notified the Agent in writing whether at such time there is outstanding any debt of any Person that is secured by the Existing Notes Designated Collateral (which notification the Borrower hereby agrees to provide promptly upon the Agent’s request therefor) and no Letters of Credit are outstanding(ii) if any such secured debt is outstanding at such time, at which time the Collateral Agent shall reassign and deliver to the Pledgorhave taken such actions, or to such person or persons as the Pledgor shall reasonably designate, against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the Pledgor. Notwithstanding Borrower, as the Borrower may reasonably request to transfer all Collateral consisting of Existing Notes Designated Collateral and all related Liens thereon and security interests therein (without any representation or warranties (other than a representation and warranty as to no Liens on the Existing Notes Designated Collateral created by the Agent in its individual capacity)) to the Existing Notes Trustee or such other agent or Person as the Borrower may direct (provided further, however, that if such other secured debt is under the Revolving Facility Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the Revolving Facility Agent, notwithstanding anything herein in the foregoing to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding).
Appears in 2 contracts
Samples: Pledge and Security and Intercreditor Agreement (Neiman Marcus Group Inc), Pledge and Security and Intercreditor Agreement (Neiman Marcus, Inc.)
Termination and Release. (a) This Agreement and the security interest created hereunder shall terminate when all the Swissco Foreign Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding, at which time the Collateral Agent shall reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding.
Appears in 2 contracts
Samples: Pledge Agreement (Graftech International LTD), Pledge Agreement (Graftech International LTD)
Termination and Release. (a) This When the Secured Obligations have been indefeasibly satisfied in full, the Notes are no longer outstanding, no other amount is then outstanding or owing to any Secured Party under any Interest Hedge Agreement, any Note or the Qualcomm/Ericsson Note Purchase Agreement and all Commitments under the Qualcomm/Ericsson Note Purchase Agreement have terminated, then, and only then, shall this Account Pledge Agreement and the security interest interests created hereunder hereby be released and this Account Pledge Agreement shall terminate when all the Swissco Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstandingterminate, at which time the Company's expense; otherwise, this Account Pledge Agreement and the security interests created hereby shall remain in full force and effect. No release of this Account Pledge Agreement, or of the Lien created and evidenced hereby, shall be valid unless executed by the Proceeds Collateral Agent and acknowledged by Qualcomm and Ericsson. The Proceeds Collateral Agent, upon the Company's request, at the Company's expense and to the extent authorized to do so by Article 7 of the Qualcomm/Ericsson Note Purchase Agreement and in accordance with this Section 15, shall reassign execute and deliver to the PledgorCompany all documents Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA) 16 103 reasonably necessary to evidence such release. To the fullest extent permitted by Applicable Law, this Account Pledge Agreement shall continue to be effective or to such person or persons be reinstated, as the Pledgor shall reasonably designatecase may be, against receipt, such of the Collateral owned if at any time any amount received by the Pledgor as shall have not been sold or otherwise applied by the Proceeds Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the Pledgor. Notwithstanding anything herein to the contrary, if all the obligations other Secured Party in respect of any Cash Management Arrangementthe Secured Obligations is rescinded or must otherwise be restored or returned by the Proceeds Collateral Agent or such Secured Party upon the insolvency, Commodity Rate Protection Agreement bankruptcy, dissolution, liquidation or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement reorganization of the Credit AgreementCompany or upon the appointment of any intervenor or conservator of, then this Agreement and or agent or similar official for, the pledge created hereunder shall terminate when Company or any part of its assets, or otherwise, all the obligations under the Credit Agreement have as though such payments had not been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstandingmade.
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Termination and Release. (a) This When the Secured Obligations have been indefeasibly satisfied in full, the Notes are no longer outstanding and no other amount is then outstanding or owing to any Pari Passu Secured Party under the Notes, the Note Purchase Agreements, the Common Terms Agreement and any other Pari Passu Financing Document and all Pari Passu Commitments have terminated, then, and only then, shall this Cash Collateral Pledge Agreement and the security interest interests created hereunder hereby be released and this Cash Collateral Pledge Agreement shall terminate when all the Swissco Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstandingterminate, at which time the Company's expense; otherwise, this Cash Collateral Pledge Agreement and the security interests created hereby shall remain in full force and effect. No release of this Cash Collateral Pledge Agreement, or of the Lien created and evidenced hereby, shall be valid unless executed by the Collateral Agent Agent. The Collateral Agent, upon the Company's request, at the Company's expense and to the extent authorized to do so by Article 7 of the Common Terms Agreement and in accordance with this Section 15, shall reassign execute, and deliver to the PledgorCompany all documents reasonably necessary to evidence such release. To the fullest extent permitted by Applicable Law, this Cash Collateral Pledge Agreement shall continue to be effective or to such person or persons be reinstated, as the Pledgor shall reasonably designatecase may be, against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied if at any time any amount received by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty other Pari Passu Secured Party in respect of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent and at or such Pari Passu Secured Party upon the expense insolvency, bankruptcy, dissolution, liquidation or reorganization of the Pledgor. Notwithstanding anything herein to Company or upon the contrary, if all the obligations in respect appointment of any Cash Management Arrangementintervenor or conservator of, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreementagent or similar official for, if anythe Company or any part of its assets, have or otherwise, all as though such payments had not been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstandingmade.
Appears in 1 contract
Samples: Pledge Agreement (Velocom Inc)
Termination and Release. (a%3) This Agreement and the security interest created hereunder shall terminate when all the Swissco Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding, at which time the Collateral Agent shall reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, against receipt, such of the Collateral owned by the such Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the such Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding.
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Termination and Release. (a%3) This Agreement and the security interest created hereunder shall terminate when all the Swissco Obligations have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding, at which time the Collateral Agent shall reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of the Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the pledge created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments and no Letters of Credit are outstanding.
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