Common use of COVENANT TO RELEASE Clause in Contracts

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. 10.1 13.1 The Security Agent, acting on behalf of the BeneficiariesAssignees, shall, at the request and cost of the PledgorAssignor, release and cancel the Pledge Assignment 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 Assignees to provide financing under the Senior Bridge Facilities Agreement having been terminated or having expired;; or (b) the Pledgor Assignor ceasing to be an Obligor a Borrower under the Senior Bridge Facilities Agreement; or (c) as otherwise permitted by the Intercreditor Deed. 10.2 13.2 Upon the occurrence of any of the following events, the Security Agent, acting on behalf of the BeneficiariesAssignees, shall, at the request and cost of the PledgorAssignor, release and cancel the Pledge Assignment 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 PledgeAssignment; (b) any sale or other disposition of any property or assets that are subject to the Pledge Assignment 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 Assignment 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 Assignment with effect from the day of such sale or other disposition. 10.3 13.3 In connection with any release or cancellation described in Clause 10.1 13.1 or 10.213.2, the Security Agent and the other Beneficiaries Assignees shall each do all such acts and things, at the Pledgor costcost of the Assignor, as are reasonably requested by the Pledgor Assignor in order to release and cancel the PledgeAssignment.

COVENANT TO RELEASE. 10.1 The (a) Subject to paragraphs (b) and (c) below, on the Final Discharge Date, the Security Agent, acting on behalf of the Beneficiaries, Agent and each Secured Party shall, at the request and cost of the Pledgor, release and cancel the Pledge upon the occurrence of any of the following eventsChargor: (ai) promptly take any and all action which the Chargor reasonably requests and/or which may be necessary to release, reassign or discharge (as appropriate) the Secured Liabilities being entirely Charged Property from the Security constituted by this Security Agreement; and (ii) promptly take all other actions and definitively repaid (independently steps contemplated by the Intercreditor Agreement in relation to the release of any intermediate Security contemplated by this Security Agreement, or partial repayments) and all commitments of the Beneficiaries any other steps, confirmations or actions in relation to provide financing under the Senior Bridge Facilities Agreement having been terminated or having expired;this Security Agreement. (b) Notwithstanding anything to the Pledgor ceasing contrary in this Security Agreement, to be an Obligor under the Senior Bridge Facilities Agreement; or (c) as otherwise permitted extent contemplated by the Intercreditor Deed. 10.2 Upon Agreement or any other Secured Debt Document (or to the occurrence of any of extent agreed between the following eventsSecurity Agent and the Chargor), the Security Agent, acting on behalf of the Beneficiaries, Agent and each Secured Party shall, at the request and cost of the PledgorChargor, take any and all action which is necessary to 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 Charged Property from the Security Agent has consented to constituted by this Security Agreement in accordance with the sale or disposition pursuant to any Finance Document;terms of the Intercreditor Agreement. (c) any sale or any other disposition Notwithstanding anything to the contrary in this Security Agreement, on the date of any property disposal of any of the Charged Property, as contemplated in the Tax Structure Memorandum (or assets that are subject in order to facilitate any of the Pledge pursuant to a merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing intermediate steps or sale and leaseback permitted by the Senior Bridge Facilities Agreement to the extent actions necessary to ensure such mergerimplement the steps, consolidationcircumstances, reorganisation, winding-up, securitisation, Take-Out Financing payments or sale and leaseback can take place; or (d) the creation of any Permitted Encumbrance as transactions 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 10.2therein), the Security Agent (on behalf of itself and the other Beneficiaries Secured Parties and is irrevocably authorised and instructed to do so without any consent, sanction, authority or further confirmation) hereby agrees that it: (i) irrevocably and unconditionally: (A) releases and discharges the Chargor from all present or future, actual or contingent liabilities, obligations, guarantees and security created, evidenced or conferred by, and all claims, actions, suit, accounts and demands arising under this Security Agreement; (B) reassigns and retransfers to the Chargor all rights, interest and title to the Charged Property; and (C) relinquishes any and all rights effectively granted to it by the Chargor under any power of attorney or proxy, or submission to enforcement, pursuant to or in connection with this Security Agreement; and (ii) shall each do all such acts and things, promptly (at the Pledgor cost, as are reasonably requested by request and cost of the Pledgor in order Chargor) take any and all action which is necessary to release and cancel such Charged Property from the PledgeSecurity constituted by this Security Agreement.

COVENANT TO RELEASE. 10.1 11.1 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;; or (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 11.2 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 DocumentDocuments; (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 11.3 In connection with any release release, cancellation or cancellation reassignment described in Clause 10.1 11.1 or 10.211.2, the Security Agent and the other Beneficiaries shall each do all such acts and things, at the Pledgor Pledgor’s cost, as are reasonably requested by the Pledgor in order to release and cancel the Pledge.

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. 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;; or (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 DocumentDocuments; (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 release, cancellation or cancellation reassignment 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 Pledgor’s cost, as are reasonably requested by the Pledgor in order to release and cancel the Pledge.