Common use of Termination; Release Clause in Contracts

Termination; Release. This Security Agreement and the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured Party.

Appears in 3 contracts

Samples: Security Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)

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Termination; Release. This Security After the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Security Interest Liens and security interests granted hereunder shall terminate when all Commitments have expired or otherwise terminated automatically and all Credit Obligations have been finally without further action by any party, and indefeasibly paid in full in cash the Collateral Agent, at the written request and all Letters sole expense of Credit have expired the Company, will execute and all LC Disbursements have been reimbursed in full in cash. Upon deliver to each Grantor the proper instruments acknowledging the termination of this Security Agreement, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral shall as may be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release in possession of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer Agent and has not theretofore been sold or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically otherwise applied or released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property)Agreement. In addition, if any the Collateral Agent, at the written request and sole expense of the Pledged Equity Interests in any Subsidiary or subsidiaryCompany, as applicable, are will release from the Lien created hereunder: (1) Collateral that is sold, transferred transferred, disbursed or otherwise disposed of pursuant to a transaction permitted Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the Loan Documents andprovisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately after giving effect theretopreceding sentence, such Subsidiary or subsidiaryUCC termination statements, and such other documentation as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with reasonably requested by any Grantor to effect the termination or and release pursuant to of the Liens and security interests granted by this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured PartyAgreement.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics)

Termination; Release. This Security Agreement When all the Secured Obligations have been paid in full (other than Unasserted Contingent Obligations) and the Security Interest shall terminate when all Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement have expired or otherwise been sooner terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed terminated or cash collateralized in full in cashaccordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon Agreement or upon any sale, transfer or other disposition of Pledged Collateral permitted or any part thereof in a transaction or series of transactions not prohibited by the Loan Documents provisions of the Credit Agreement (other than to including, without limitation, upon any Pledged Collateral becoming property of an Excluded Subsidiary or a Loan PartyForeign Subsidiary), the Security Interest in such Pledged Collateral (or any part thereof) shall automatically be released from the Lien of this Agreement and all rights to the Pledged Collateral shall be automatically released (other than revert to the extent Grantors. Upon such release or any such sale, transfer or other disposition of such Pledged Collateral wouldor any part thereof, immediately after giving effect theretothe Collateral Agent shall, result in upon the receipt by such Grantor of any other property (whether in request and at the form of Proceeds or otherwise) that would, but for the release sole cost and expense of the Security Interest therein pursuant to this clauseGrantors, constitute Collateralassign, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute transfer and deliver to the applicable GrantorGrantors, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 2 contracts

Samples: Assignment and Assumption (Philadelphia Energy Solutions Inc.), Assignment and Assumption (Philadelphia Energy Solutions Inc.)

Termination; Release. This Security (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to any Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, Corporate Stock or a Limited Liability Company Interest (other than an Uncertificated Security, Corporate Stock or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security Interest pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall terminate when mean the date upon which all Commitments under the Credit Agreement have expired or otherwise terminated been terminated, no Note under the Credit Agreement is outstanding and all Credit Obligations Loans thereunder have been finally repaid in full in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated, and indefeasibly all other Obligations then due and payable have been paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cashaccordance with the terms thereof. Upon termination of this Security Agreement, In the Collateral shall be event that any Subsidiary Guarantor is released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral its Obligations hereunder pursuant to Section 10.2 7.1.9 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any salePledgee, transfer or other disposition of Collateral permitted by at the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations request and expense of such Subsidiary or subsidiaryGuarantor, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at an instrument acknowledging such GrantorSubsidiary Guarantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to release from this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured PartyAgreement.

Appears in 2 contracts

Samples: Credit Agreement (Strategic Hotels & Resorts, Inc), Pledge Agreement (Strategic Hotels & Resorts, Inc)

Termination; Release. This Security Agreement The Pledged Collateral and the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Secured Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral any Pledgor shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (b) or (c) of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the effectiveness sale or disposition of any written consent to the release of the Security Interest in any Pledged Collateral pursuant to Section 10.2 a transaction permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any saleAdministrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 2 contracts

Samples: Security Agreement (Wendy's/Arby's Restaurants, LLC), Security Agreement (Wendy's/Arby's Group, Inc.)

Termination; Release. This Security Agreement and When all of the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Secured Obligations have been finally and indefeasibly paid in full in cash this Agreement shall terminate and all Letters the Collateral Trustee will execute and deliver to the respective Grantors, upon the direction of Credit have expired the Trustee and all LC Disbursements have been reimbursed in full in cash. Upon at the expense of the Grantors, the proper instruments (including UCC termination statements) acknowledging the termination of this Security Agreement, and will duly assign, transfer and deliver to the Grantors, at the expense of the Grantors and without recourse, representation or warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral shall Trustee), such of the Collateral of the respective Grantors as may be in possession of the Collateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Grantor's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of this Security Agreementthe principal amount of the Series A Notes in accordance with Section 3.05(c) or 3.06(b) the Indenture and, upon the direction of the Trustee and at the expense of the Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 the terms of the Credit AgreementIndenture, the Security Interest Collateral Trustee will promptly return (and in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than event within 10 Business Days) to the extent Grantors any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) so released that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral is held by or on behalf of such Subsidiary the Collateral Trustee, including, without limitation, any Pledged Stock and any and all instruments of transfer or such subsidiary, as applicable, shall be automatically released. In connection assignments in blank with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured Partyrespect thereto.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Flag Telecom Holdings LTD), Security and Pledge Agreement (Flag Telecom Holdings LTD)

Termination; Release. (a) This Security Agreement and the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral shall be automatically released from the Lien of this Agreement when the Facility Agent notifies the Borrower that the principal of and interest and premium (if any) on the Loan, all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security AgreementDocuments, survive the termination thereof). Upon termination hereof, the effectiveness of any written consent security interests granted by the Security Documents shall automatically terminate and all rights to the Collateral shall revert to the applicable Credit Party. Upon termination hereof or any release of Collateral in accordance with the Security Interest in any Collateral pursuant to Section 10.2 provisions of the Credit this Agreement, the Security Interest in applicable Creditor shall promptly execute and deliver to such Collateral shall be automatically released. Upon any sale, transfer Credit Party all releases or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest documents reasonably necessary and in such Collateral shall be automatically released (other than form reasonably satisfactory to the extent Credit Party, any such sale, transfer vessel registry or other disposition of registry, as applicable, and take such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but reasonable further actions for the release of such Collateral from the Security Interest therein pursuant to this clausesecurity interests created thereby, constitute Collateral, in which event upon the Lien created hereunder shall continue in such property). In addition, if any written request and at the sole cost and expense of the Pledged Equity Interests in any Subsidiary or subsidiaryCredit Parties, as applicableassign, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute transfer and deliver to the applicable GrantorCredit Parties, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty of any kind (either express or implied) by such Creditor (except that such Creditor has not assigned or otherwise transferred its security interest in the Administrative Agent Collateral), such of the Collateral to be released (in the case of a release) as may be in possession or control of such Creditor and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyCollateral, with such endorsements or 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.

Appears in 2 contracts

Samples: Credit Agreement (SEACOR Marine Holdings Inc.), Credit Agreement (SEACOR Marine Holdings Inc.)

Termination; Release. This Security Agreement Upon termination of the Commitments and payment in full of all Credit Party Obligations (other than (x) contingent indemnification obligations and (y) Bank Product Debt) and the Security Interest shall terminate when all Commitments have expired expiration or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and termination of all Letters of Credit have expired and all LC Disbursements (other than Letters of Credit that have been reimbursed Cash Collateralized in full in cashaccordance with the Credit Agreement), this Agreement shall automatically terminate. Upon termination of this Security Agreement, Agreement the Pledged Collateral shall be released automatically from the Lien of this Agreement with further action required by any Person. The Security AgreementInterest and any Liens granted herein to the Administrative Agent in the Pledged Collateral of any Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by and in accordance with the terms of the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor. Upon any Disposition by any Pledgor of any Pledged Collateral that is permitted under and in accordance with the terms of the Credit Agreement (other than a sale or transfer to another Credit Party), or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Pledged Collateral pursuant to Section 10.2 9.1 of the Credit Agreement, the Security Interest security interest in such Pledged Collateral shall be automatically released. Upon such release or any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of Pledged Collateral or any part thereof in accordance with the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any provisions of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this SectionCredit Agreement, the Administrative Agent shall execute shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent Agent, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 2 contracts

Samples: Security Agreement (Carrols Restaurant Group, Inc.), Security Agreement

Termination; Release. This Security Agreement shall terminate and the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Pledged Collateral shall be released from the Lien of this Security Agreement. Upon Agreement when the effectiveness Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any written consent Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the release provisions of the Credit Agreement of the Security Interest Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in any full. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to Section 10.2 any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Security Interest Collateral Agent shall promptly (and in such Collateral shall be automatically released. Upon any saleevent within 10 Business Days), upon the written request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgors, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 2 contracts

Samples: Security Agreement (Biglari Holdings Inc.), Security Agreement (Biglari Holdings Inc.)

Termination; Release. This Security Agreement (a) (i) When all the Obligations (other than contingent indemnification obligations not then due) have been paid in full and the Security Interest Commitments of the Lenders to make any Loan or to issue any Letter of Credit (as defined in the Credit Agreement) under the Credit Agreement shall terminate when all Commitments have expired or otherwise been sooner terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall automatically terminate and all LC Disbursements have been reimbursed (ii) upon the disposition of any Pledged Collateral by any Pledgor (other than a disposition to another Pledgor) permitted by, and in full in cash. Upon termination of this Security accordance with, the Credit Agreement, the pledge hereunder in respect of such Pledged Collateral only shall terminate and such Pledged Collateral shall automatically be released from the Lien of this Security Agreement. Upon termination of this Agreement the effectiveness Pledged Collateral shall automatically be released from the Lien of this Agreement. Upon such release or any written consent to the release of Pledged Collateral or any part thereof in accordance with the Security Interest in any Collateral pursuant to Section 10.2 provisions of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any saleAgent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments (including UCC‑3 termination financing statements, mortgage releases, property releases or other releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 2 contracts

Samples: Assignment and Assumption (Liberty Global PLC), Pledge Agreement (Liberty Global PLC)

Termination; Release. This Security (a) If the Seller Obligations have been paid in full as of the Termination Date (as defined below), this Agreement and the Security Interest security interest created hereby shall terminate when all Commitments have expired terminate, and the Collateral Agent, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in the Collateral) such of the Collateral as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise terminated applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent or any of its sub-agents hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which the Commitments and all Credit Obligations Interest Rate Protection or Other Hedging Agreements have been finally terminated, no Note under the Credit Agreement is outstanding (and indefeasibly paid all Loans have been repaid in full in cash and full), all Letters of Credit have expired been terminated and all LC Disbursements Obligations then owing have been reimbursed paid in full in cashfull. Upon termination If any Seller Obligations remain outstanding as of this Security Agreementthe Termination Date, (x) Bankers Trust Company or any successor thereto shall cease to be the Collateral Agent and shall be released from relieved of all obligations hereunder, (y) the Lien Seller Agent shall become the Collateral Agent succeeding to all of this Security Agreement. Upon the effectiveness rights and obligations of any written consent Bankers Trust Company or its successor and (z) Bankers Trust company shall deliver to the release of Seller Agent the Security Interest in certificates and instruments representing the Pledged stock and the Pledged Notes, together with any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer stock powers or other disposition instruments of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured PartyAgent's possession.

Appears in 2 contracts

Samples: Holdings Pledge Agreement (Coinmach Corp), Holdings Pledge Agreement (Coinmach Laundry Corp)

Termination; Release. This Security Agreement and When all the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Secured Obligations have been finally and indefeasibly paid in full in cash (other than contingent indemnification obligations not yet due and all Letters of Credit have expired payable) and all LC Disbursements have been reimbursed in full in cashno commitments remain under Additional Secured Debt Documents to extend credit that would constitute Secured Obligations, this Agreement shall terminate. Upon termination of this Security Agreement, Agreement the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if the Collateral or any portion thereof shall be released from the Lien of this Agreement pursuant to the Indenture. In addition, the Liens of this Agreement will be automatically released with respect to the New Notes Excluded Collateral in the event that Rule 3-16 of Regulation S-X (or any successor regulation) requires the preparation and filing with the SEC of separate audited financial statements of any Restricted Subsidiary owned by a Pledgor because such Restricted Subsidiary’s Capital Stock is pledged as collateral to secure the New Notes and any Additional Secured Obligations. Upon any such release, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledged Equity Interests in any Subsidiary or subsidiaryPledgors, as applicableassign, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute transfer and deliver to the applicable GrantorPledgor(s), at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyCollateral, documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be, in form and substance reasonably satisfactory to the Pledgors.

Appears in 2 contracts

Samples: Second Lien Security Agreement (iPCS, INC), First Lien Security Agreement (iPCS, INC)

Termination; Release. This Security Agreement and When all the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Secured Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cashfull, this Agreement shall terminate. Upon termination of this Security Agreement, Agreement the Pledged Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of such release or any written consent to the release of Pledged Collateral or any part thereof in accordance with the Security Interest in any Collateral pursuant to Section 10.2 provisions of the Credit Indenture or the Intercreditor Agreement, the Security Interest in such Second Lien Collateral shall be automatically released. Upon any saleAgent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Second Lien Collateral Agent except as to the fact that the Second Lien Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Second Lien Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. The Liens on the Pledged Collateral securing the Notes Obligations will be released, in whole or in part, as provided in Section 12.03 of the Indenture. The Liens on the Pledged Collateral securing 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 obligations.

Appears in 1 contract

Samples: Second Lien Security Agreement (Dynacast Inc.)

Termination; Release. This Security Agreement (a) Upon payment in full of the Secured Obligations in accordance with the provisions of the Indenture and the Security Interest shall terminate when all Commitments have expired any Additional Parity Lien Agreement, or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release accordance with Section 10.04 of the Security Interest Indenture or any substantially similar provision in any Collateral pursuant to Section 10.2 of the Credit Additional Parity Lien Agreement, the Security Interest in such granted hereby shall terminate and all rights to the Collateral shall be automatically releasedrevert to Assignors or any other Person entitled thereto. Upon any saleAt such time, Collateral Trustee will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other disposition of Note Document, or any other instrument or document executed and delivered by any Assignor to Collateral permitted Trustee nor any other notes issued by the Loan Documents (Issuer to any Holder, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Assignors, or any of them, by Collateral Trustee, nor any other than to act of the Secured Creditors, or any of them, shall release any Assignor from any obligation, except a Loan Party)release or discharge executed in writing by Collateral Trustee in accordance with the provisions of this Agreement, the Security Interest Indenture and the Collateral Trust Agreement. Collateral Trustee shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in such writing and signed by Collateral shall be automatically released (other than Trustee and then only to the extent therein set forth. A waiver by Collateral Trustee of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such sale, transfer right or other disposition of such remedy which Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of Trustee would otherwise have had on any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured Partyoccasion.

Appears in 1 contract

Samples: Parity Lien Security Agreement (Nathans Famous Inc)

Termination; Release. (a) This Security Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the Security Interest Second Priority Obligations Payment Date shall have occurred, (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest granted hereby shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of Credit have expired and all LC Disbursements have been reimbursed in full in cashthe Collateral Agent or any Second Priority Secured Party). Upon termination of this Security Agreementany such termination, the Collateral shall be released from Agent will, at the Lien of this Security Agreement. Upon the effectiveness of any written consent Grantors’ expense, promptly execute and deliver to the release Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Security Interest Collateral of the Grantors (i) is disposed of in any Collateral connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to Section 10.2 the terms and conditions of the Credit Agreement, to the Security Interest in extent applicable, such Collateral shall will, in the case of a disposition, be automatically released. Upon any salesold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the relevant Grantor, will duly assign, transfer and deliver to such Grantor (without recourse and without any representation or other disposition warranty) such of the Collateral permitted by of such Grantor as is then being (or has been) so sold or released and has not theretofore been released pursuant this Agreement. (c) Except as may be otherwise provided in the Loan Documents Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or (other than to a Loan Partyb), the Security Interest in such Collateral Borrower shall be automatically released (other than deliver to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt Agent a certificate signed by such Grantor of any other property (whether in the form of Proceeds or otherwise) a Responsible Officer stating that would, but for the release of the Security Interest therein respective Collateral is permitted pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such propertySections 15(a) or (b). In addition, if The Collateral Agent shall have no liability whatsoever to any Second Priority Secured Party as the result of the Pledged Equity Interests in any Subsidiary or subsidiary, release of Collateral by it as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically releasedSection 15. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured PartySection 16.

Appears in 1 contract

Samples: Loan and Guaranty Agreement

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Termination; Release. This Security After the Termination Date (defined below), this Agreement shall terminate and the Security Interest shall terminate when all Commitments have expired Agent, at the request and expense of the Pledgors, will promptly execute and deliver to each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and which has not theretofore been sold or otherwise terminated and applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date of expiration of all Credit applicable preference periods following the date upon which all of the Secured Obligations have been finally paid. So long as (A) no Default or Event of Default has occurred and indefeasibly paid is continuing and (B) no Borrowing Base imbalance described in full in cash and all Letters Section 3.2.1 of the Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination Agreement exists, upon (i) the sale or other disposition of this Security Agreement, any part of the Collateral that is not prohibited by the Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Collateral at the direction of the Agent or (iv) the pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this Security AgreementAgreement and the Lien of this Agreement shall be terminated with respect to such Collateral. Upon and after any and all releases contemplated in two immediately preceding paragraphs, at the effectiveness request and at the sole cost and expense of the Pledgors, the Agent will execute and deliver such documentation, including termination or partial release statements, a release letter and any written consent similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, upon request of the Agent, each Pledgor shall deliver to the Agent a certificate signed by an authorized officer of such Pledgor stating that each release of the Security Interest in any respective Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral is permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, Section 25.8. The Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest Agent in the Collateral owned or rights absence of gross negligence and willful misconduct believes to be in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to accordance with) this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured PartySection 25.8.

Appears in 1 contract

Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)

Termination; Release. This Security Agreement shall terminate and the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Pledged Collateral shall be released from the Lien of this Security Agreement. Upon Agreement when the effectiveness Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any written consent Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the release provisions of the Credit Agreement of the Security Interest Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in any full. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to Section 10.2 any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Security Interest Collateral Agent shall promptly (and in such Collateral shall be automatically released. Upon any saleevent within 10 Business Days), upon the written request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgors, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 1 contract

Samples: Security Agreement (BioScrip, Inc.)

Termination; Release. This Security Agreement and When all the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Secured Obligations have been finally and indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim or demand has been made and all Letters that, pursuant to the provisions of Credit have expired and all LC Disbursements have been reimbursed in full in cashthe Indenture or the Security Documents, survive the termination thereof), this Agreement shall terminate. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of this Security AgreementPledged Collateral in accordance with the provisions of the Indenture, the Collateral Agent shall be released from promptly, upon the Lien of this Security Agreement. Upon written request and at the effectiveness of any written consent to the release sole cost and expense of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit AgreementPledgors, the Security Interest in such Collateral shall be automatically released. Upon any saleassign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgors, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty of any kind (either express or implied) by the Administrative Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral), such of the Pledged Collateral to be released (in the case of a release) as may be in possession or control of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. Without limiting the foregoing, the Liens securing the obligations under the Indenture (including, without limitation, the Note Obligations) will be released, in whole or in part, as provided in Article 14 of the Indenture (including, without limitation, Sections 14.04 and 14.10 thereof). The Liens securing Permitted Additional Pari Passu Obligations of any series will be released, in whole or in part, as provided in Additional Pari Passu Agreement governing such obligations.

Appears in 1 contract

Samples: Security Agreement (Layne Christensen Co)

Termination; Release. This Security Agreement and When all the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Secured Obligations have been finally and indefeasibly paid in full in cash (other than contingent liabilities not then due and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cashpayable), this Agreement shall terminate. Upon termination of this Security Agreement, Agreement the Pledged Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of such release or any written consent to the release of Pledged Collateral or any part thereof in accordance with the Security Interest in any Collateral pursuant to Section 10.2 provisions of the Credit AgreementIndenture, the Security Interest in such Collateral shall be automatically released. Upon any saleAgent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent Collateral Agent, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral 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 acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be, in form and substance reasonably satisfactory to the Collateral Agent. The Liens securing the Secured PartyObligations securing the Notes will be released, in whole or in part, as provided in Section 10.3 of the Indenture. The Liens securing Permitted Additional Pari Passu Obligations of any series will be released, in whole or in part, as provided in Additional Pari Passu Agreement governing such obligations. The Issuer shall provide the Collateral Agent with an Officers’ Certificate certifying that all conditions to the release of the Liens securing the Permitted Additional Pari Passu Obligations as set forth in the Additional Pari Passu Agreements have been satisfied.

Appears in 1 contract

Samples: Security Agreement (Carrols Restaurant Group, Inc.)

Termination; Release. This Security Agreement The Pledged Collateral and the Security Interest shall terminate when all Commitments have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral any Guarantor shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon In addition, if any Pledged Collateral is sold or otherwise disposed of (other than to a U.S. Loan Party) in a manner permitted by the effectiveness Credit Agreement, such Pledged Collateral shall be released from the Liens created hereby. Furthermore, at such time as the Obligations shall have been paid in full and the Commitments have been terminated, the Pledged 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 Collateral Agent and each Pledgor hereunder shall terminate, all without delivery of any written consent instrument or performance of any act by any party, and all rights to the Pledged Collateral shall revert to the Pledgors. Upon termination hereof or any release of Pledged Collateral in accordance with the Security Interest in any Collateral pursuant to Section 10.2 provisions of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any saleAgent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Secured PartyPledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Appears in 1 contract

Samples: Security Agreement (Ply Gem Industries Inc)

Termination; Release. This Security Agreement and the Security Interest shall terminate when all Commitments have expired or otherwise terminated upon (a) the irrevocable repayment, satisfaction and all Credit Obligations have been finally and indefeasibly paid discharge in full in cash of all Obligations (other than contingent reimbursement and indemnification obligations which are unknown, unmatured and for which no claim has been made) and (b) the termination of all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cashAggregate Commitments. Upon termination of this Security Agreement, the Collateral shall be released automatically from the Lien of this Security Agreement. Upon The Administrative Agent may also release, from time to time, its security interest in the effectiveness of any written consent to relevant Collateral created hereby in accordance with the release provisions of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically releasedLoan Documents. Upon such release or any sale, transfer or other disposition of Collateral permitted by or any part thereof in accordance with the provisions of the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this SectionDocuments, the Administrative Agent shall execute shall, upon the request and at the sole cost and expense of the Pledgor, assign, transfer and deliver to the applicable GrantorPledgor, at such Grantor’s own cost against receipt and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative 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 financing statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. In addition, the security interest created hereby in the relevant Collateral shall be automatically and immediately released when such Collateral is transferred out of the Collateral Account to the Pledgor in accordance with the Collateral Administration Agreement, without further action by the Administrative Agent, the Collateral Administrator, the Borrower, any Lender or any other Secured PartyPerson.

Appears in 1 contract

Samples: Security Agreement (Barings BDC, Inc.)

Termination; Release. (a) This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (such occurrence being the “Termination Date”) the earlier of (i) the time at which all of the Obligations have been paid in full (other than any contingent obligations not then due and indemnification obligations not then due) and (ii) the consummation of the Exchange Agreement Closing. Upon the occurrence of the Termination Date, the Holder shall forthwith cause the satisfaction, discharge and termination of this Agreement and the Security Interest Liens granted hereunder (subject to Section 7.8) and shall terminate when all Commitments have expired or otherwise terminated prepare and record any and all Credit Obligations have been finally termination statements as may be appropriate to terminate all financing statements and indefeasibly paid other filings made in full in cash and all Letters connection with the Liens granted hereunder. (b) If any of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to by the Grantor in a transaction permitted by this Agreement or the Loan Documents andNote, immediately after giving effect theretothe security interest created hereby in any Collateral that is so sold, such Subsidiary transferred or subsidiary, as applicable, would no longer otherwise disposed of shall automatically terminate and be a Subsidiary or a subsidiary, as applicable, then released upon the obligations closing of such Subsidiary sale, transfer or subsidiaryother disposition, as applicableand such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided that, under to the extent required by this Security Agreement and or the Security Interest in Note, the Collateral owned Holder shall have consented to such sale, transfer or rights in Collateral held by or on behalf other disposition; provided, further, that such security interest will continue to attach to all proceeds of such Subsidiary sales, transfers or other dispositions except to the extent such subsidiaryproceeds are the subject of any such sale, assignment, transfer or disposition or as applicable, shall be automatically releasedotherwise consented to by Holder. (c) In connection with any termination or release pursuant to this Sectionof the foregoing, the Administrative Agent Holder shall execute and deliver to the applicable Grantor or the Grantor’s designee, at such the Grantor’s own cost and expense, all Uniform Commercial Code UCC termination statements and similar documents that such the Grantor may shall reasonably request from time to time to evidence such termination or releasetermination. Any execution and delivery of termination statements or documents pursuant to this Article Section 7.12 shall be without recourse to or warranty by the Administrative Agent or any other Secured PartyHolder. 7.13.

Appears in 1 contract

Samples: Exchange Agreement

Termination; Release. This Security After the Termination Date (defined below), this Agreement shall terminate and the Security Interest shall terminate when all Commitments have expired Administrative Agent, at the request and expense of the Pledgors, will promptly execute and deliver to each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and which has not theretofore been sold or otherwise terminated and applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date of expiration of all Credit applicable preference periods following the date upon which all of the Secured Obligations have been finally paid. So long as (A) no Default or Event of Default has occurred and indefeasibly paid is continuing and (B) no Borrowing Base imbalance described in full in cash and all Letters Section 3.2.1 of the Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination Agreement exists, upon (i) the sale or other disposition of this Security Agreement, any part of the Collateral that is not prohibited by the Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Collateral at the direction of the Administrative Agent or (iv) the pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf Lien of such Subsidiary or such subsidiary, as applicable, this Agreement shall be automatically releasedterminated with respect to such Collateral. In connection with Upon and after any termination or release pursuant to this Sectionand all releases contemplated in two immediately preceding paragraphs, at the request and at the sole cost and expense of the Pledgors, the Administrative Agent shall will execute and deliver to the applicable Grantorsuch documentation, at such Grantor’s own cost including termination or partial release statements, a release letter and expense, all Uniform Commercial Code termination statements any similar documentation (without recourse and similar documents that such Grantor may reasonably request without any representation or warranty) to evidence such termination release(s) or release. Any execution and delivery otherwise in connection therewith; provided that, upon request of documents the Administrative Agent, each Pledgor shall deliver to the Administrative Agent a certificate signed by an authorized officer of such Pledgor stating that each release of the respective Collateral is permitted pursuant to this Article Section 25.8. The Administrative Agent shall be without recourse have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or warranty by which the Administrative Agent or any other Secured Partyin the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 25.8.

Appears in 1 contract

Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)

Termination; Release. This Security Agreement and shall continue in effect (notwithstanding the Security Interest shall terminate when all fact that from time to time there may be no Indebtedness outstanding) until the Commitments under the Loan Agreement have expired or otherwise terminated and all Credit Obligations have been finally and indefeasibly paid in full in cash and all Letters of Credit have expired and all LC Disbursements have been reimbursed in full in cash. Upon termination of this Security Agreement, the Collateral shall be released from the Lien of this Security Agreement. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2 of amounts payable under the Credit Agreement, Loan Agreement and under the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than contingent indemnification and expense reimbursement amounts for which no claim has been made) has been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a Loan Party), the Security Interest in such Collateral shall be automatically released (other than cash deposit or supporting letter of credit has been delivered to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, Lender as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted required by the Loan Documents andAgreement), immediately after giving effect theretowhether or not any Secured Products remain outstanding or any amounts are payable thereunder, such Subsidiary whereupon the Lender shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or subsidiaryrepresentation whatsoever, as applicableany remaining Collateral and money received in respect thereof, would no longer to or on the order of the respective Grantor and to be a Subsidiary or a subsidiaryreleased and canceled all licenses and rights referred to in Section 5.4. The Lender shall also, as applicable, then at the obligations expense of such Subsidiary or subsidiaryGrantor, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at respective Grantor upon such Grantor’s own cost and expense, all termination such Uniform Commercial Code termination statements statements, certificates for terminating the Liens and similar such other documentation as shall be reasonably requested by the respective Grantor to effect the termination and release of the Liens on the Collateral as required by this Section 7.14. Upon any disposition of property permitted by the Loan 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 Lender shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents that as such Grantor may shall reasonably request request, in form and substance reasonably satisfactory to the Lender, including financing statement amendments to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Agent or any other Secured Party.

Appears in 1 contract

Samples: Pledge and Security Agreement (Harte Hanks Inc)

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