COVENANT TO RELEASE. 10.1 The Security Agent, acting on behalf of the Beneficiaries, shall, at the request and cost of the Pledgor, release and cancel the Pledge upon the occurrence of any of the following events:
(a) the Secured Liabilities being entirely and definitively repaid (independently of any intermediate or partial repayments) and all commitments of the Beneficiaries to provide financing under the Senior Bridge Facilities Agreement having been terminated or having expired;
(b) the Pledgor ceasing to be an Obligor under the Senior Bridge Facilities Agreement; or
(c) as otherwise permitted by the Intercreditor Deed.
10.2 Upon the occurrence of any of the following events, the Security Agent, acting on behalf of the Beneficiaries, shall, at the request and cost of the Pledgor, release and cancel the Pledge insofar as it relates to the property and assets described below:
(a) any Permitted Disposal or sale or other dispositions otherwise permitted by the Senior Bridge facilities Agreement of any property or assets that are subject to the Pledge;
(b) any sale or other disposition of any property or assets that are subject to the Pledge where the Facility Agent or the Security Agent has consented to the sale or disposition pursuant to any Finance Document;
(c) any sale or any other disposition of any property or assets that are subject to the Pledge pursuant to a merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and leaseback permitted by the Senior Bridge Facilities Agreement to the extent necessary to ensure such merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and leaseback can take place; or
(d) the creation of any Permitted Encumbrance as described in paragraph (x) of the definition of Permitted Encumbrances in the Senior Bridge Facilities Agreement. provided that, to the extent that any sale or other disposition of such property or assets is a Permitted Disposal or a sale or disposition otherwise permitted by the Senior Bridge Facilities Agreement, the property or assets shall be automatically released from the Pledge with effect from the day of such sale or other disposition.
10.3 In connection with any release or cancellation described in Clause 10.1 or 10.2, the Security Agent and the other Beneficiaries shall each do all such acts and things, at the Pledgor cost, as are reasonably requested by the Pledgor in order to release and cancel the Pledge.
COVENANT TO RELEASE. 18.3.1 Following the occurrence of the Final Discharge Date, the Security Agent and each Secured Party shall, at the request and cost of the Chargor, execute any documents (or procure that its nominees execute any documents) or take any action which may be necessary to release the Charged Property from the Security constituted by this Deed.
18.3.2 The Security Agent shall release any Security in the event that the release is required to permit a disposal, merger or other transaction permitted under the Secured Debt Documents or to which the Secured Parties have consented in accordance with the Secured Debt Documents.
COVENANT TO RELEASE. Upon the expiry of the Security Period or as otherwise permitted under the terms of the Facility Agreement (but not otherwise), the Security Trustee shall (or procure that its nominees shall), at the request and cost of the Chargor, execute and do all such deeds, acts and things as may be necessary to release the relevant Charged Assets from the security constituted hereby including the payment of any moneys standing to the credit of the Realisations Accounts to the Chargor. The Security Trustee shall not be bound to return the identical Shares which were deposited, held or transferred and each Chargor shall accept Shares of the same class and denomination.
COVENANT TO RELEASE. 14.1 Subject to paragraph Clause 14.2 below, at the end of the Security Period or as otherwise permitted in accordance with the Interim Documents, the Interim Security Agent shall, at the request and cost of the Grantor:
14.1.1 promptly execute any documents (or procure that its nominees execute any documents) and take any and all action which the relevant Grantor reasonably requests and/or which may be necessary or desirable to release the Grantor Security Interests; and
14.1.2 promptly take all other actions and steps contemplated by the Interim Documents in relation to the release of any Grantor Security Interest or any other steps, confirmations or actions in relation to this Agreement.
14.2 Notwithstanding anything to the contrary in this Agreement, to the extent contemplated by any of the Interim Documents (or to the extent agreed between the Interim Security Agent and the Grantor), the Interim Security Agent shall, at the request and cost of the Grantor, take any and all action which is necessary or desirable to release any assets from the Grantor Security Interests in accordance with the terms of the Interim Documents.
COVENANT TO RELEASE. Upon the expiry of the Security Period or as otherwise permitted under the terms of the Facility Agreement (but not otherwise), the Administrative Agent shall (or procure that its nominees shall), at the request and cost of the Chargor, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby including the payment to the Chargor of any moneys standing to the credit of the Realisations Accounts. The Administrative Agent shall not be bound to return the identical Shares which were deposited, held or transferred and the Chargor shall accept Shares of the same class and denomination.
COVENANT TO RELEASE. Upon the expiry of the Security Period (but not otherwise), the Security Agent and each Lender shall, at the request and cost of the Chargors, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby.
COVENANT TO RELEASE. (a) Subject to paragraph (b) below, on the Final Discharge Date, the Security Agent and each Secured Party shall, at the request and cost of each Chargor:
(i) promptly take any and all action which the relevant Chargor reasonably requests and/or which may be necessary to release, reassign or discharge (as appropriate) the Charged Property from the Security constituted by this Debenture; and
(ii) promptly take all other actions and steps contemplated by the Intercreditor Agreement in relation to the release of any Security contemplated by this Debenture, or any other steps, confirmations or actions in relation to this Debenture.
(b) Notwithstanding anything to the contrary in this Debenture, to the extent contemplated by the Intercreditor Agreement or any other Secured Debt Document (or to the extent agreed between the Security Agent and the relevant Chargors), the Security Agent and each Secured Party shall, at the request and cost of the relevant Chargor, take any and all action which is necessary to release such assets from the Security constituted by this Debenture in accordance with the terms of the Intercreditor Agreement.
COVENANT TO RELEASE. On or, as soon as practicable, after the Discharge Date, the Security Agent acting on behalf of the Assignees shall, at the cost of the Assignor, execute and do all such deeds, acts and things as may be necessary to release and discharge the Assignor from their liabilities hereunder, and in particular hand over all existing Assignment Forms to the Assignor.
COVENANT TO RELEASE. On or, as soon as practicable, after the Discharge Date, the Security Agent on behalf of the Beneficiaries shall, at the cost of the Pledgor, execute and do all such deeds, acts and things as may be necessary to release and discharge in full the Pledgor from its liability hereunder.
COVENANT TO RELEASE. Upon the expiry of the Security Period or as otherwise required under the terms of the Shareholders Agreement, the Chargee shall (or procure that its nominees shall), in each case at the request of the Chargor, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby including the payment of any moneys standing to the credit of any Realisation Accounts to the Chargor.
