Common use of Termination of this Pledge Agreement Clause in Contracts

Termination of this Pledge Agreement. (i) Except for those provisions which expressly survive the termination thereof, this Pledge Agreement and the Lien granted herein shall terminate upon Full Payment of all Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted), at which time Agent shall execute and deliver to Grantor, at Grantor’s expense, all UCC termination statements, releases and similar documents that Grantor shall reasonably request to evidence such termination; provided, that this Pledge Agreement and the Lien granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Loan Party; provided, further, that in connection with the termination of this Pledge Agreement and the Lien granted herein, Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Lenders against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any Secured Obligations that may thereafter arise under Section 14.2 of the Loan Agreement, and (z) any other obligations that may thereafter arise, or any unknown obligations that may exist, under any Loan Document. (ii) The Collateral shall be released from the Lien granted in this Pledge Agreement in accordance with the provisions of the Loan Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Loan Agreement, Agent shall, upon the request and at the sole cost and expense of Grantor, assign, transfer and deliver to Grantor, against receipt and without recourse to or warranty by Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Pledge Agreement) as may be in possession of Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be.

Termination of this Pledge Agreement. No termination or cancellation (regardless of cause or procedure) of the Credit Agreement shall in any way affect or impair the powers, obligations, duties, rights and liabilities of the parties hereto in any way with respect to (i) Except for those provisions which expressly any transaction or event occurring prior to such termination or cancellation, (ii) the Pledged Collateral, or (iii) any Pledgor’s undertakings, agreements, covenants, warranties and representations contained in this Pledge Agreement and all such undertakings, agreements, covenants, warranties and representations shall survive such termination or cancellation until the payment and performance, in full, of all Secured Obligations of the Pledgors and the termination thereofof all commitments to lend or issue letters of credit under the Credit Agreement. Subject to Section 17 hereof, this Pledge Agreement and the Lien security interests granted herein hereunder shall terminate upon Full Payment when all of all the Secured Obligations (other than contingent indemnification obligations for which claims those Secured Obligations relating to the Hedging Obligations) have not yet been asserted), at which time Agent shall execute and deliver to Grantor, at Grantor’s expense, all UCC termination statements, releases and similar documents that Grantor shall reasonably request to evidence such termination; provided, that this Pledge Agreement paid in full in cash and the Lien granted herein shall be reinstated if at any time paymentLenders have no further commitment to lend under the Credit Agreement, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Loan Party; provided, further, that in connection with the termination of this Pledge Agreement LC Exposure has been reduced to zero and the Lien granted herein, Agent may require such indemnities as it shall reasonably deem necessary or appropriate Issuing Bank has no further obligation to protect issue Letters of Credit under the Lenders against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any Secured Obligations that may thereafter arise under Section 14.2 of the Loan Agreement, and (z) any other obligations that may thereafter arise, or any unknown obligations that may exist, under any Loan Document. (ii) The Collateral shall be released from the Lien granted in this Pledge Agreement in accordance with the provisions of the Loan Credit Agreement. Upon termination hereof or any release of such termination, Administrative Agent shall return all Pledged Collateral in accordance with its possession to the provisions of the Loan Agreementrespective Pledgors and will, Agent shall, upon the request and at the sole cost and expense of Grantorthe Pledgors, assignexecute such documents, transfer and deliver to Grantor, against receipt and without recourse or warranty, as Pledgors deem reasonably necessary to release any interests held by Administrative Agent or warranty by Agent, such of the Collateral to be released (Secured Parties in the case of a release) or all of the Collateral (in the case of termination of this Pledge Agreement) as may be in possession of Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be.

Termination of this Pledge Agreement. No termination or cancellation (regardless of cause or procedure) of the Amended and Restated Credit Agreement shall in any way affect or impair the powers, obligations, duties, rights and liabilities of the parties hereto in any way with respect to (i) Except for those provisions which expressly survive any transaction or event occurring prior to such termination or cancellation, (ii) the termination thereofPledged Collateral, or (iii) any Pledgor’s undertakings, agreements, covenants, warranties and representations contained in this Pledge Agreement and all such undertakings, agreements, covenants, warranties and representations shall survive such termination or cancellation until the Lien granted herein shall terminate upon Full Payment payment and performance, in full, of all Secured Obligations (other than indemnities and other similar contingent indemnification obligations for which claims have not yet been asserted), at which time Agent shall execute and deliver to Grantor, at Grantor’s expense, all UCC termination statements, releases and similar documents that Grantor shall reasonably request to evidence such termination; provided, that this Pledge Agreement and the Lien granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Loan Party; provided, further, that in connection with surviving the termination of this Pledge Agreement for which no claim has been made and which are unknown and not calculable at the time of termination and those Obligations relating to the Hedging Obligations) of the Pledgors and the Lien termination of all commitments to lend or issue letters of credit under the Amended and Restated Credit Agreement. Subject to Section 17 hereof, this Pledge Agreement and the security interests granted herein, Agent may require such indemnities as it hereunder shall reasonably deem necessary or appropriate to protect the Lenders against (x) loss on account terminate when all of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any other than those Secured Obligations that may thereafter arise relating to the Hedging Obligations) have been paid in full in cash and the Lenders have no further commitment to lend under Section 14.2 of the Loan Amended and Restated Credit Agreement, the LC Exposure has been reduced to zero and (z) any other obligations that may thereafter arise, or any unknown obligations that may exist, the Issuing Bank has no further obligation to issue Letters of Credit under any Loan Document. (ii) The Collateral shall be released from the Lien granted in this Pledge Agreement in accordance with the provisions of the Loan Amended and Restated Credit Agreement. Upon termination hereof or any release of such termination, Administrative Agent shall return all Pledged Collateral in accordance with its possession to the provisions of the Loan Agreementrespective Pledgors and will, Agent shall, upon the request and at the sole cost and expense of Grantorthe Pledgors, assignexecute such documents, transfer and deliver to Grantor, against receipt and without recourse or warranty, as Pledgors deem reasonably necessary to release any interests held by Administrative Agent or warranty by Agent, such of the Collateral to be released (Secured Parties in the case of a release) or all of the Collateral (in the case of termination of this Pledge Agreement) as may be in possession of Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be.

Termination of this Pledge Agreement. No termination or cancellation (regardless of cause or procedure) of the Credit Agreement shall in any way affect or impair the powers, obligations, duties, rights and liabilities of the parties hereto in any way with respect to (i) Except for those provisions which expressly any transaction or event occurring prior to such termination or cancellation, (ii) the Pledged Collateral, or (iii) any Pledgor’s undertakings, agreements, covenants, warranties and representations contained in this Pledge Agreement and all such undertakings, agreements, covenants, warranties and representations shall survive such termination or cancellation until the payment and performance, in full, of all Secured Obligations of the Pledgors and the termination thereofof all commitments to lend or issue letters of credit under the Credit Agreement. Subject to Section 17 hereof, this Pledge Agreement and the Lien security interests granted herein hereunder shall terminate upon Payment In Full Payment of all Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted)the Obligations. Upon such termination, at which time Administrative Agent shall execute and deliver to Grantor, at Grantor’s expense, return all UCC termination statements, releases and similar documents that Grantor shall reasonably request to evidence such termination; provided, that this Pledge Agreement and the Lien granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Loan Party; provided, further, that Pledged Collateral in connection with the termination of this Pledge Agreement and the Lien granted herein, Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Lenders against (x) loss on account of credits previously applied its possession to the Secured Obligations that may subsequently be reversed or revokedrespective Pledgors and will, (y) any Secured Obligations that may thereafter arise under Section 14.2 of the Loan Agreement, and (z) any other obligations that may thereafter arise, or any unknown obligations that may exist, under any Loan Document. (ii) The Collateral shall be released from the Lien granted in this Pledge Agreement in accordance with the provisions of the Loan Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Loan Agreement, Agent shall, upon the request and at the sole cost and expense of Grantorthe Pledgors, assignexecute such documents, transfer and deliver to Grantor, against receipt and without recourse or warranty, as Pledgors deem reasonably necessary to release any interests held by Administrative Agent or warranty by Agent, such of the Collateral to be released (Secured Parties in the case of a release) or all of the Collateral (in the case of termination Pledged Collateral. Notwithstanding any other provision of this Pledge Agreement) as may be in possession of Agreement to the contrary, the Administrative Agent and as shall not be required to verify the payment of, or that other satisfactory arrangements have been sold or otherwise applied pursuant to the terms hereof, and, made with respect to any other Collateralto, proper documents Obligations arising under Hedging Transactions and instruments (including UCC-3 termination statements Treasury Management Obligations unless the Administrative Agent has received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Hedge Provider or releases) acknowledging the termination hereof or the release of such CollateralSpecified Treasury Management Provider, as the case may be.

Termination of this Pledge Agreement. No termination or cancellation (regardless of cause or procedure) of the Credit Agreement shall in any way affect or impair the powers, obligations, duties, rights and liabilities of the parties hereto in any way with respect to (i) Except for those provisions which expressly any transaction or event occurring prior to such termination or cancellation, (ii) the Pledged Collateral, or (iii) the Pledgor’s undertakings, agreements, covenants, warranties and representations contained in this Pledge Agreement and all such undertakings, agreements, covenants, warranties and representations shall survive such termination or cancellation until the payment and performance, in full, of all Secured Obligations of the Pledgor and the termination thereofof all commitments to lend or issue letters of credit under the Credit Agreement. Subject to Section 17 hereof, this Pledge Agreement and the Lien security interests granted herein hereunder shall terminate upon Full Payment when all of all the Secured Obligations (other than contingent indemnification obligations for which claims those Secured Obligations relating to the Hedging Obligations) have not yet been asserted), at which time Agent shall execute and deliver to Grantor, at Grantor’s expense, all UCC termination statements, releases and similar documents that Grantor shall reasonably request to evidence such termination; provided, that this Pledge Agreement paid in full in cash and the Lien granted herein shall be reinstated if at any time paymentLenders have no further commitment to lend under the Credit Agreement, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Loan Party; provided, further, that in connection with the termination of this Pledge Agreement LC Exposure has been reduced to zero and the Lien granted herein, Agent may require such indemnities as it shall reasonably deem necessary or appropriate Issuing Bank has no further obligation to protect issue Letters of Credit under the Lenders against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any Secured Obligations that may thereafter arise under Section 14.2 of the Loan Agreement, and (z) any other obligations that may thereafter arise, or any unknown obligations that may exist, under any Loan Document. (ii) The Collateral shall be released from the Lien granted in this Pledge Agreement in accordance with the provisions of the Loan Credit Agreement. Upon termination hereof or any release of such termination, Administrative Agent shall return all Pledged Collateral in accordance with its possession to the provisions of the Loan AgreementPledgor and will, Agent shall, upon the request and at the sole cost and expense of Grantorthe Pledgor, assignexecute such documents, transfer and deliver to Grantor, against receipt and without recourse or warranty, as Pledgor deems reasonably necessary to release any interests held by Administrative Agent or warranty by Agent, such of the Collateral to be released (Secured Parties in the case of a release) or all of the Collateral (in the case of termination of this Pledge Agreement) as may be in possession of Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be.

Termination of this Pledge Agreement. No termination or cancellation (regardless of cause or procedure) of the Credit Agreement shall in any way affect or impair the powers, obligations, duties, rights and liabilities of the parties hereto in any way with respect to (i) Except for those provisions which expressly any transaction or event occurring prior to such termination or cancellation, (ii) the Pledged Collateral, or (iii) any Pledgor’s undertakings, agreements, covenants, warranties and representations contained in this Pledge Agreement and all such undertakings, agreements, covenants, warranties and representations shall survive such termination or cancellation until the payment and performance, in full, of all Secured Obligations of the Pledgors and the termination thereofof all commitments to lend or issue letters of credit under the Credit Agreement. Subject to Section 17 hereof, this Pledge Agreement and the Lien security interests granted herein hereunder shall terminate upon Full Payment when (i) all of all Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted), at which time Agent shall execute and deliver to Grantor, at Grantor’s expense, all UCC termination statements, releases and similar documents that Grantor shall reasonably request to evidence such termination; provided, that this Pledge Agreement and the Lien granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Loan Party; provided, further, that in connection with the termination of this Pledge Agreement and the Lien granted herein, Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Lenders against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revokedhave been paid in full in cash, (yii) any Secured Obligations that may thereafter arise the Lenders have no further commitment to lend under Section 14.2 of the Loan Credit Agreement, and (ziii) any other obligations that may thereafter arise, or any unknown obligations that may exist, the “LC Exposure” under any Loan Document. (ii) The Collateral shall be released from the Lien granted in this Pledge Credit Agreement in accordance with has been reduced to zero and the provisions Issuing Bank under the Credit Agreement has no further obligation to issue Letters of Credit under the Loan Credit Agreement. Upon termination hereof or any release of such termination, the Administrative Agent shall return all Pledged Collateral in accordance with its possession to the provisions of the Loan Agreementrespective Pledgors and will, Agent shall, upon the request and at the sole cost and expense of Grantorthe Pledgors, assignexecute such documents, transfer and deliver to Grantor, against receipt and without recourse or warranty, as Pledgors deem reasonably necessary to or warranty release any interests held by Agent, such of the Collateral to be released (Administrative Agent in the case of a release) or all of the Collateral (in the case of termination of this Pledge Agreement) as may be in possession of Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be.