Common use of Release and Termination Clause in Contracts

Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 6 contracts

Samples: Term Loan Security Agreement, Term Loan Credit Agreement, Term Loan Credit Agreement (International Lease Finance Corp)

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Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (ba) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (cb) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 4 contracts

Samples: Term Loan Security Agreement (International Lease Finance Corp), Term Loan Credit Agreement (International Lease Finance Corp), Term Loan Security Agreement (ILFC Holdings, Inc.)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Transaction Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal item of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent each Security Trustee will, at the relevant such Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent such Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral Agentany Security Trustee’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent any Security Trustee is required to initiate any such deregistration, the Collateral Agent relevant Security Trustee shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released withdrawn by a Grantor from the Collateral a Blocked Account by the Collateral Agent in accordance with the terms of the Loan Transaction Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the First Lien Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 2.01(A) hereof shall terminate, the Collateral Agent First Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b9.06(b)) relating to the First Lien Secured Obligations, the First Lien Secured Parties or the Collateral Agent First Lien Security Trustee shall cease to be of any effect insofar as they relate to the First Lien Secured Obligations, the First Lien Secured Parties or the Collateral AgentFirst Lien Security Trustee. Upon any such termination, the Collateral Agent First Lien Security Trustee will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) Upon the payment in full in cash of the Second Lien Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01(B) hereof shall terminate, the Second Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 9.06(c)) relating to the Second Lien Secured Obligations, the Second Lien Secured Parties or the Second Lien Security Trustee shall cease to be of any effect insofar as they relate to the Second Lien Secured Obligations, the Second Lien Secured Parties or the Second Lien Security Trustee. Upon any such termination, the Second Lien Security Trustee will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (d) Upon the payment in full in cash of the Third Lien Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01(C) hereof shall terminate, the Third Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 9.06(d)) relating to the Third Lien Secured Obligations, the Third Lien Secured Parties or the Third Lien Security Trustee shall cease to be of any effect insofar as they relate to the Third Lien Secured Obligations, the Third Lien Secured Parties or the Third Lien Security Trustee. Upon any such termination, the Third Lien Security Trustee will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (e) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors; provided that if a Pool Aircraft or a Grantor that holds title to a Pool Aircraft is sold or otherwise disposed of in accordance with the terms of the Transaction Documents and the requisite proceeds in connection with such sale or disposition and any other Collateral held by such Grantor have been received by the Security Trustees in accordance with the Transaction Documents, the Lien of this Agreement over such Grantor shall be deemed released. Upon any such termination, each Security Trustee will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (f) With respect to Section 9.05 and clauses (b), (c), (d) and (e) above, for the avoidance of doubt, notwithstanding any other provision of the Transaction Documents, in no event shall the Borrowers owe or be charged for, or shall Collateral secure an amount in the aggregate greater than, the amount equal to the sum of the Second Lien Secured Obligations then outstanding plus the Fourth Lien Secured Obligations then outstanding. (g) If, prior to the termination of this Agreement, the Collateral Agent any Senior Security Trustee ceases to be the Collateral Agent Senior Security Trustee in accordance with the definition of “Collateral AgentSenior Security Trustee” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent such Senior Security Trustee at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral AgentSenior Security Trustee, be delivered to the successor Security Trustee which shall at such time be the Senior Security Trustee. (h) Subject to Section 2.13 of the Credit Agreement, upon the occurrence of the Loan Restructuring Date, all pledges, assignments, security interests and other Liens granted by ILFC under this Agreement shall terminate, all rights of ILFC with respect to the Collateral Agentshall revert to ILFC and ILFC shall have no further obligations under this Agreement (except pursuant to the guaranty contemplated by Section 2.13 of the Credit Agreement). Upon any such termination, each Security Trustee will, at the expense of ILFC execute and deliver to it such documents as ILFC shall prepare and reasonably request to evidence such termination. For the avoidance of doubt, in no event shall this Section 9.06(h) release any Grantor (other than ILFC) from its respective pledge, assignment and security interest granted by such Grantor (other than ILFC) under this Agreement and the rights of each of the Secured Parties in respect of each of such Grantors (other than ILFC) and the related Collateral shall remain in full force and effect and are hereby ratified and confirmed. (i) Subject to Section 2.14 of the Credit Agreement, upon the occurrence of an Initial Intermediate Lessee Release Date, all pledges, assignments, security interests and other Liens granted by the applicable Initial Intermediate Lessee under this Agreement shall terminate, all rights of such Initial Intermediate Lessee with respect to the Collateral shall revert to such Initial Intermediate Lessee, as the case may be, and such Initial Intermediate Lessee shall have no further obligations under this Agreement. Upon any such termination, each Security Trustee will, at the expense of such Initial Intermediate Lessee, execute and deliver to it such documents as such Initial Intermediate Lessee shall prepare and reasonably request to evidence such termination. For the avoidance of doubt, in no event shall this Section 9.06(i) release any Grantor (other than such Initial Intermediate Lessee) from its respective pledge, assignment and security interest granted by such Grantor (other than such Initial Intermediate Lessee) under this Agreement and the rights of each of the Secured Parties in respect of each of such Grantors (other than such Initial Intermediate Lessee) and the related Collateral shall remain in full force and effect and are hereby ratified and confirmed. (j) Notwithstanding anything to the contrary contained herein, on the Required Perfection Date, all Supplemental Pool Aircraft shall cease to be Pool Aircraft hereunder and under any other Transaction Document; provided that Supplemental Pool Aircraft shall not cease to be Pool Aircraft to the extent that, as of the Required Perfection Date, either before or after giving pro forma effect to the cessation of such Supplemental Pool Aircraft as Pool Aircraft hereunder and under the other Transaction Documents, an Event of Default shall have occurred and be continuing. Once the Supplemental Pool Aircraft cease to be Pool Aircraft hereunder, each Security Trustee’s security interest in, and Lien on, the Supplemental Pool Aircraft (and any other Aircraft Assets directly related to the Supplemental Pool Aircraft) shall be automatically released. The Security Trustees shall promptly execute and deliver to the Parent Borrower, at the Parent Borrower’s expense, all documents that the Parent Borrower shall reasonably request to evidence their release of the security interests in, and Liens on, the Supplemental Pool Aircraft (and any other Aircraft Assets directly related to the Supplemental Pool Aircraft).

Appears in 3 contracts

Samples: Term Loan Credit Agreement (International Lease Finance Corp), Credit Agreement (International Lease Finance Corp), Credit Agreement (International Lease Finance Corp)

Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including such Pool Aircraft, the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party Obligor in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 2 contracts

Samples: Aircraft Mortgage and Security Agreement (International Lease Finance Corp), Term Loan Credit Agreement (International Lease Finance Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary the removal or Intermediate Lessee) release of any Account Collateral or sale, lease, transfer or other disposition of any other item of Collateral in each case in accordance with the terms of this Agreement and the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement)Indenture, such item of Collateral and all related Collateral will be deemed automatically, and without the need for further action by any Person, released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, (i) execute and deliver to the Issuer and the Grantor of such item of Collateral and all related Collateral such documents as the Issuer or such Grantor shall reasonably request and provide to the Collateral Agent Security Trustee, and take such other actions as the Issuer or such Grantor may reasonably request, to evidence the release of such item of Collateral and all related Collateral from the assignment and security interest (including International Interests and Liens) granted or created hereby and (ii) deliver to evidence such Grantor any Chattel Paper Original of the release Lease of any related guarantysuch Pool Aircraft then held by the Security Trustee pursuant to this Agreement, and to the extent that (A) the Collateral AgentSecurity Trustee’s consent is required for any deregistration discharge of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent Security Trustee is required to initiate any such deregistrationdischarge, the Collateral Agent Security Trustee shall ensure that such consent or such initiation of such deregistration discharge is effected. Any amounts released from effected upon the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereofIssuer’s or a Grantor’s request therefor. (b) Upon the payment occurrence of an event described in full in cash clauses (i), (ii) or (iii) of Section 8.05(a) above and subject to the Secured Obligations then outstandingrequirements of applicable Law, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, terminate and all provisions of this Agreement (except for Section 7.01 or this Section 8.06(b)) relating to the Secured Obligations, the Lien hereof, the Secured Parties or the Collateral Agent Security Trustee shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agenteffect. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, (i) execute and deliver to the Issuer and each relevant Grantor such documents as the Issuer or such Grantor shall prepare and reasonably request request, and take such other actions as the Issuer or such Grantor may reasonably request, to evidence such terminationtermination and (ii) deliver to each relevant Grantor the Chattel Paper Originals then held by the Security Trustee pursuant to this Agreement, and to the extent that (A) the Security Trustee’s consent is required for any discharge of the interests in such released Collateral from the International Registry or other registry or (B) the Security Trustee is required to initiate any such discharge, the Security Trustee shall ensure that such consent or such initiation of such discharge is effected upon the Issuer’s or a Grantor’s request therefor. (c) If, prior to the termination of this Agreement, the Collateral Agent Security Trustee ceases to be the Collateral Agent Security Trustee in accordance with the definition provisions of “Collateral Agent” in Section 1.016.01, all certificates, instruments instruments, Chattel Paper Originals or other documents being held by the Collateral Agent Security Trustee at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral AgentSecurity Trustee, be delivered to the successor Collateral AgentSecurity Trustee.

Appears in 2 contracts

Samples: Aircraft Mortgage and Security Agreement (General Electric Capital Corp), Aircraft Mortgage and Security Agreement (General Electric Capital Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Intellectual Property Collateral in accordance (subject to compliance, if required, with the any terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Administrative Agent will, at the relevant Grantor’s Grantors' expense, execute and deliver to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Intellectual Property Collateral from the assignment and security interest granted hereby hereby; provided, however, that (i) at the time of such request and such release, no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to evidence the Administrative Agent, at least ten (10) days prior to the date of the proposed release, a written request for release describing the item of Intellectual Property Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request and (iii) the proceeds of any related guarantysuch sale, and lease, transfer or other disposition required to the extent that (A) the Collateral Agent’s consent is required for any deregistration be applied in accordance with Section 2.6 of the interests in such released Collateral from the International Registry Credit Agreement shall be paid to, or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of instructions of, the Loan Documents shall be deemed released from Administrative Agent at the Lien hereofclosing or thereafter, as the case may be. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations then outstandingObligations, (ii) the expiration, termination or cancellation (or full cash collateralization thereof as provided in the Credit Agreement) of all of the Letters of Credit and (iii) the date of termination in whole of all Commitments under the Credit Agreement, the pledge, assignment and security interest granted by Section 2.01 hereof each of the Grantors hereby shall terminate, the Collateral Agent shall cease to be a party to this agreement, terminate and all provisions of this Agreement (except for this Section 8.06(b)) relating rights to the Secured Obligations, the Secured Parties or the Intellectual Property Collateral Agent shall cease to be of any effect insofar as they relate revert to the Secured Obligations, the Secured Parties or the Collateral Agentappropriate Grantor. Upon any such termination, the Collateral Administrative Agent will, upon receipt of a written request and at the relevant Grantor’s Grantors' expense, execute and deliver to each relevant the appropriate Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination, and shall return to the appropriate Grantor all Intellectual Property Collateral in the Administrative Agent's possession or under its control. (c) IfTo the extent any one or more provisions of this Agreement shall conflict with one or more provisions in the Credit Agreement, prior to the termination provisions of the Credit Agreement shall control and supersede any such conflicting provision(s) of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 2 contracts

Samples: Credit Agreement (Audio Book Club Inc), Intellectual Property Security Agreement (Mediabay Inc)

Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate LesseeLessor Subsidiary) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner the applicable Lessor Subsidiary or Intermediate Lessee that owns or leases of such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party and their related guarantees in accordance with Sections 2.10 or 5.04 Section 2.10(f) of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent pursuant to a Release Request in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 2 contracts

Samples: Term Loan Security Agreement (International Lease Finance Corp), Term Loan Credit Agreement (International Lease Finance Corp)

Release and Termination. (a) Upon any sale11.1 Release of Shares from Pledge The Shares or, transfer or other disposition or removal in case of realization of some but not all of the Shares, the remainder thereof, shall be automatically released from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral Pledge if and when all Secured Obligations have been fully and indefeasibly paid and discharged in full in accordance with the terms of the Loan DocumentsCredit Agreement and no further Secured Obligations are capable of arising. Subject to Section 11.2, including the Pledged Equity Interest if all Secured Obligations have been fully and indefeasibly paid and discharged in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 full and none of the Pledgees are under any further actual or contingent liability to provide funds to any Person under any Credit Agreement)Document, this Agreement shall terminate and the Agent undertakes to execute and do all such Collateral reasonable acts as may be necessary to release the Shares from the Pledge. The Agent agrees to reassign and hereby reassigns all Subscription Rights assigned pursuant to Section 5.1, if any, with effect at such time when all Secured Obligations have been fully and indefeasibly paid and discharged in full and none of the Pledgees are under any further actual or contingent liability to provide funds to any Person under any Credit Document. The Pledgees will not, and shall not be deemed to have made, any representation or warranty, whether express or implied, with respect to any assets released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)Pledge, and the Collateral Agent will, except that at the relevant Grantor’s expense, execute and deliver to the Grantor date of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral the Shares from the assignment Pledge such Shares are free and security interest granted hereby and to evidence the release clear, on such date, of any related guaranty, and to Lien arising from the extent that (A) the Collateral Agent’s consent is required for acts of any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereofPledgees. (b) Upon 11.2 Avoidance or Reduction of Payments If the Agent considers in good faith that any amount received in payment in full in cash or purported payment of the Secured Obligations then outstandingis capable of being avoided or reduced by virtue of any insolvency, bankruptcy, liquidation or other similar laws, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of Pledgor’s liability under this Agreement (except for and the security constituted by this Section 8.06(b)) relating Agreement shall continue and such amount shall not be considered to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute have been fully and deliver to each relevant Grantor such documents as such Grantor shall prepare indefeasibly paid and reasonably request to evidence such terminationdischarged in full. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 2 contracts

Samples: Share Pledge Agreement (Lionbridge Technologies Inc /De/), Share Pledge Agreement (Lionbridge Technologies Inc /De/)

Release and Termination. (a) Upon any the sale, transfer or other disposition of all or removal from any portion of the Designated Pool common stock of any Pool Aircraft Affiliate Guarantor (or Owner Subsidiary or Intermediate Lesseeincluding through the primary issuance and sale of shares of common stock) or other item of Collateral in accordance with that the terms of Borrower elects by notice to the Loan DocumentsAdministrative Agent to designate as a "Guarantee Release Event", including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Administrative Agent will, at the relevant Grantor’s Borrower's expense, execute and deliver to the Grantor of such item of Collateral Affiliate Guarantor such documents as such Grantor Affiliate Guarantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral Affiliate Guarantor from the assignment and security interest granted hereby and to evidence the release of any related guarantyits obligations under this Agreement, and to the extent provided, that (Ai) at the time of such designation and such release no Default shall have occurred and be continuing, (ii) such sale, transfer or disposition is in compliance with Section 5.02(d) and (iii) the Collateral Agent’s consent is required for any deregistration proceeds of the interests in such released Collateral from the International Registry sale, transfer or any other registry or (B) the Collateral Agent is 92 88 disposition required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents be applied pursuant to Section 2.06 shall be deemed released from the Lien hereofso applied. (b) Upon the payment in full in cash of the Secured Guaranteed Obligations then outstanding(on or after the Revolver Termination Date or, if the Term Loan Election shall have been made in accordance with Section 2.04, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminateMaturity Date), the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Administrative Agent will, at the relevant Grantor’s Borrower's expense, execute and deliver to each relevant Grantor Affiliate Guarantor such documents as such Grantor Affiliate Guarantor shall prepare and reasonably request to evidence the termination of the obligations of such terminationAffiliate Guarantor under this Agreement. (c) If, prior to Upon the earlier of the occurrence of a "Guarantee Release Event" in accordance with subsection (a) above or the termination of this Agreementobligations pursuant to subsection (b) above, the Collateral Agent ceases applicable Affiliate Guarantor shall be released from the guaranty of such Affiliate Guarantor under this Article VII and from all other obligations of such Affiliate Guarantor under this Agreement and each other Loan Document and such Affiliate Guarantor shall cease to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments an "Affiliate Guarantor" or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agentan "Obligated Party" hereunder.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Borden Inc)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Intellectual Property Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Administrative Agent will, at the relevant Grantor’s Grantors' expense, execute and deliver 12 223 to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Intellectual Property Collateral from the assignment and security interest granted hereby hereby; provided, however, that (i) at the time of such request and such release, no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to evidence the Administrative Agent, at least thirty (30) Business Days prior to the date of the proposed release, a written request for release describing the item of Intellectual Property Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any related guarantysuch sale, and lease, transfer or other disposition required to the extent that (A) the Collateral Agent’s consent is required for any deregistration be applied in accordance with Section 2.6 of the interests in such released Collateral from the International Registry Credit Agreement shall be paid to, or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of instructions of, the Loan Documents Administrative Agent at the closing and (v) the Administrative Agent shall be deemed released from the Lien hereofhave approved such sale, lease, transfer or other disposition in writing. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations then outstandingObligations, (ii) the expiration, termination or cancellation of all of the Letters of Credit and (iii) the date of termination in whole of all Commitments under the Credit Agreement, the pledge, assignment pledge and security interest granted by Section 2.01 hereof each of the Grantors hereby shall terminate, the Collateral Agent shall cease to be a party to this agreement, terminate and all provisions of this Agreement (except for this Section 8.06(b)) relating rights to the Secured Obligations, the Secured Parties or the Intellectual Property Collateral Agent shall cease to be of any effect insofar as they relate revert to the Secured Obligations, the Secured Parties or the Collateral Agentappropriate Grantor. Upon any such termination, the Collateral Administrative Agent will, upon receipt of a written request and at the relevant Grantor’s Grantors' expense, execute and deliver to each relevant the appropriate Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Inphynet South Broward Inc)

Release and Termination. (a) Upon any sale, lease, ----------------------- transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including Credit Documents (other than sales of Inventory in the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal ordinary course of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreementbusiness), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant applicable Grantor’s 's expense, execute and deliver to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby hereby; provided, however, that -------- ------- (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration , at least ten Business Days prior to the date of the interests proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certification by the Borrower to the effect that the transaction is in compliance with the Credit Documents and as to such released other matters as the Collateral from Agent may request, (iii) the International Registry proceeds of any such sale, lease, transfer or any other registry disposition required to be applied in accordance with Section 4 of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Collateral Agent at the closing and (Biv) the Collateral Agent is required to initiate any shall have approved such deregistrationsale, the Collateral Agent shall ensure that such consent lease, transfer or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent other disposition in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereofwriting. (b) Upon the latest of the payment in full in cash of the Secured Obligations then outstandingand the Maturity Date, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, automatically terminate and all rights to the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating revert to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentGrantors. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s 's expense, execute and deliver to each relevant Grantor the Grantors such documents as such Grantor the Grantors shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Modus Media International Holdings Inc)

Release and Termination. (a) Upon any sale, transfer lease, re-lease, transfer, release or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral or the Security Trustee’s security interest therein in accordance with the terms of the Loan Related Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request in writing and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and shall take all actions as shall be requested in writing by such Grantor necessary to the extent that (A) discharge any interests in the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from registered on the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms favor of the Loan Documents shall be deemed released from the Lien hereof.Security Trustee. #4821-3610-4420v6 (b) Upon Except as otherwise provided in Section 10.06(c), upon the payment in full in cash of the Secured Obligations then outstandingObligations, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease revert to be a party to this agreement, the Grantors and all provisions of this Agreement (except for this Section 8.06(b)) relating Collateral held by the Security Trustee shall be returned to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentIssuer. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request in writing to evidence such termination, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee. (c) If at any time all Notes have been defeased pursuant to Article XII of the Indenture, the pledge, assignment and security interest in the Collateral shall be released and the certificates or other instruments representing or evidencing any of the Collateral held by the Security Trustee, shall be returned to the Issuer and the Security Trustee shall, at the expense of the Issuer, execute and deliver to the Issuer such documents as the Issuer shall prepare and reasonably request in writing to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan DocumentsNote Documents the security interest in such collateral shall automatically be released. In addition, including other than sales of Inventory in the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraftordinary course of business, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction the Secured Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s 's expense, execute and deliver to the Grantor of such item of Collateral such documents as such the Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby hereby; provided, however, that (i) at the time of such release no Default shall have occurred and be continuing, (ii) the Grantor shall have delivered to evidence the Secured Party, at least five Business Days prior to the date of the proposed written release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Secured Party and a certification by the Grantor to the effect that the transaction is in compliance with the Note Documents and as to such other matters as the Secured Party may request, (iii) the proceeds of any related guarantysuch sale, lease, transfer or other disposition required to be applied in accordance with Sections 7.1 and to the extent that (A) the Collateral Agent’s consent is required for any deregistration 7.2 of the interests in such released Collateral from the International Registry Note Purchase Agreement shall be paid to, or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of instructions of, the Loan Documents Secured Party at the closing and (iv) the Secured Party shall have approved such sale, lease, transfer or other disposition in writing or the same shall otherwise be deemed released from permitted by the Lien hereofNote Purchase Agreement. (b) Upon the later of the payment in full in cash of the principal of the Notes, accrued interest thereon, and all other Secured Obligations then outstandingand the Maturity Date, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating revert to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentGrantor. Upon any such termination, the Collateral Agent Secured Party will, at the relevant Grantor’s 's expense, execute and deliver to each relevant the Grantor such documents as such the Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Usn Communications Inc)

Release and Termination. (a) Upon any sale, transfer lease, re-lease, transfer, release or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral or the Security Trustee’s security interest therein in accordance with the terms of the Loan Related Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver 49 to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request in writing and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and shall take all actions as shall be requested in writing by such Grantor necessary to the extent that (A) discharge any interests in the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from registered on the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms favor of the Loan Documents shall be deemed released from the Lien hereofSecurity Trustee. (b) Upon Except as otherwise provided in Section 10.06(c), upon the payment in full in cash of the Secured Obligations then outstandingObligations, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease revert to be a party to this agreement, the Grantors and all provisions of this Agreement (except for this Section 8.06(b)) relating Collateral held by the Security Trustee shall be returned to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentIssuer. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request in writing to evidence such termination, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee. (c) If at any time all Notes have been defeased pursuant to Article XII of the Indenture, the pledge, assignment and security interest in the Collateral shall be released and the certificates or other instruments representing or evidencing any of the Collateral held by the Security Trustee, shall be returned to the Issuer and the Security Trustee shall, at the expense of the Issuer, execute and deliver to the Issuer such documents as the Issuer shall prepare and reasonably request in writing to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Intellectual Property Collateral in accordance with the terms of the Loan Documents, including Documents (other than sales of Inventory in the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal ordinary course of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreementbusiness), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant any Grantor’s 's expense, execute and deliver to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Intellectual Property Collateral from the assignment and security interest assigned and granted hereby and to evidence the release of any related guarantyhereby; provided, and to the extent however, that (Ai) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent’s consent is required for any deregistration , at least ten Business Days prior to the date of the interests proposed release, a written request for release describing the item of Intellectual Property Collateral and the terms of the sale, lease, transfer or other disposition in such released Collateral from reasonable detail, including the International Registry or price thereof and any other registry or (B) expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certification by such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to initiate any such deregistrationbe applied in accordance with Section 2.06(b) of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from at the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereofclosing. (b) Upon the latest of the cash payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties Termination Date and the termination or expiration of all Letters of Credit and all Bank Hedge Agreements, if any, the Collateral Agent security interest assigned and granted hereby shall cease to be of any effect insofar as they relate terminate and all rights to the Secured Obligations, Intellectual Property Collateral shall revert to the Secured Parties or the Collateral Agentappropriate Grantor. Upon any such termination, the Collateral Agent will, at the relevant appropriate Grantor’s 's expense, execute and deliver to each relevant such Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Afa Products Inc)

Release and Termination. Effective as of the A&R Closing Date: (a) Upon any saleeach of (x) Iron Mountain Fulfillment Services, transfer or other disposition or removal from LLC, (y) Iron Mountain Cloud, LLC and (z) ITRenew Worldwide, Inc. (collectively, the Designated Pool of any Pool Aircraft “Released Subsidiaries”) (or Owner Subsidiary or Intermediate Lesseei) or other item of Collateral in accordance with the terms shall be released from, and shall no longer be a party to, and shall have no obligations under, each of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), Guaranty and the Collateral Agent willamended and restated Subsidiary Guaranty and the Subsidiary Pledge Agreement and the amended and restated Subsidiary Pledge Agreement, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (Aii) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party Subsidiary Guarantor, an Obligor or a Pledgor for all purposes under the Restated Credit Agreement, the amended and restated Subsidiary Guaranty and the amended and restated Subsidiary Pledge Agreement, as applicable and (iii) all security interests and other liens granted to this agreement, or held by the Administrative Agent or the Canadian Administrative Agent in any assets or property of the Released Subsidiaries pursuant to the Subsidiary Pledge Agreement shall be terminated and released and of no further force or effect and all provisions guarantees provided by the Released Subsidiaries under the Subsidiary Guaranty shall be terminated and of this Agreement no further force or effect; (except for this Section 8.06(b)b) relating the security interests and other liens granted to or held by the Administrative Agent or the Canadian Administrative Agent in the Capital Stock of the Released Subsidiaries pursuant to the Secured ObligationsParent Pledge Agreement, Company Pledge Agreement and/or the Secured Parties Subsidiary Pledge Agreement, as applicable, shall be terminated and released and of no further force or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination.effect; (c) Ifthe Amended and Restated Canadian Borrower Pledge Agreement, dated as of July 2, 2015 (as modified, amended, restated and/or supplemented prior to the termination date hereof), by and among certain Canadian Borrowers and the Canadian Administrative Agent, shall be terminated and shall be of this Agreementno further force or effect and the pledges provided by any Obligor thereunder shall be terminated and of no further force or effect; and (d) on and after the A&R Closing Date, the Collateral Lenders party hereto hereby authorize and direct each of the Administrative Agent ceases and the Canadian Administrative Agent, and the Administrative Agent and the Canadian Administrative Agent, as applicable, agree to promptly execute and deliver and file or cause to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01filed, all certificatesany UCC-3 termination statements, instruments any PPSA termination statements and any other releases, notices or other documents being held necessary or reasonably requested by the Collateral Agent at such time shallObligors to effect or evidence the release of the guarantees and security interests and liens described in clauses (a) through (c) above. Each of the Lenders party hereto also authorize Stikeman Elliott LLP, within five Canadian counsel for the Obligors, on and after the A&R Closing Date, to file a discharge of Registration No. 6960371 filed against Iron Mountain Secure Shredding Canada, Inc. under the Personal Property Security Act (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral AgentBritish Columbia).

Appears in 1 contract

Samples: Credit Agreement (Iron Mountain Inc)

Release and Termination. (a) Upon any sale, transfer lease, re-lease, transfer, release or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral or the Security Trustee’s security interest therein in accordance with the terms of the Loan Related Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request in writing and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and shall take all actions as shall be requested in writing by such Grantor necessary to the extent that (A) discharge any interests in the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from registered on the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms favor of the Loan Documents shall be deemed released from the Lien hereofSecurity Trustee. (b) Upon Except as otherwise provided in Section 10.06(c), upon the payment in full in cash of the Secured Obligations then outstandingObligations, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease revert to be a party to this agreement, the Grantors and all provisions of this Agreement (except for this Section 8.06(b)) relating Collateral held by the Security Trustee shall be returned to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentIssuer. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request in writing to evidence such termination, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee. (c) IfIf at any time all Notes have been defeased pursuant to Article XII of the Indenture, the pledge, assignment and security interest in the Collateral shall be released and the certificates or other instruments representing or evidencing any of the Collateral held by the Security Trustee, shall be returned to the Issuer and the Security Trustee shall, at the expense of the Issuer, execute and deliver to the Issuer such documents as the Issuer shall prepare and reasonably request in writing to evidence such termination. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (d) Any right or interest held on or prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held date hereof by the Collateral Agent at such time shallSecurity Trustee in, within five (5) Business Days from to or under the date on which it ceases to be the Collateral AgentExcluded Property is hereby terminated, be delivered released and discharged, and all rights to the successor Collateral AgentExcluded Property shall revert to the applicable Grantors. The Security Trustee will, at the Issuer’s expense, deliver to each relevant Grantor such documents as such Grantor, or the Administrative Agent on its behalf, shall prepare and reasonably request in writing to evidence such termination, release and discharge, and shall take all actions necessary as shall be requested in writing by such Grantor, or by the Administrative Agent on its behalf, to discharge any interests in the Excluded Property registered on the International Registry in favor of the Security Trustee.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Release and Termination. (a) Upon any sale, lease, ----------------------- transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Intellectual Property Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant applicable Grantor’s 's expense, execute and deliver to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Intellectual Property Collateral from the assignment and security interest granted hereby hereby; provided, however, that (i) at the time of such request and to evidence the release such -------- ------- release, no Event of any related guarantyDefault shall have occurred and be continuing, and (ii) except to the extent such sale, lease or transfer or other disposition is permitted under Section 5.02(e) of the Credit Agreement, such Grantor shall have delivered to the Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of the Intellectual Property Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Agent and a certification by such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Agent may reasonably request and (Aiii) the Collateral Agent’s consent is proceeds of any such sale, lease, transfer or other disposition required for any deregistration to be applied in accordance with Section 2.07 of the interests in such released Collateral from the International Registry Credit Agreement shall be paid to, or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of instructions of, the Loan Documents shall be deemed released from Agent at the Lien hereofclosing. (b) Upon the latest of the payment in full in cash of the Secured Obligations constituting an Advance or other Secured Obligations then outstandingdue and payable, the Termination Date and the termination or expiration of all Bank Hedge Agreements, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, the Collateral Agent shall cease to be a party to this agreement, terminate and all provisions of this Agreement (except for this Section 8.06(b)) relating rights to the Secured Obligations, the Secured Parties or the Intellectual Property Collateral Agent shall cease to be of any effect insofar as they relate revert to the Secured Obligations, the Secured Parties or the Collateral AgentGrantors. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s Grantors' expense, execute and deliver to each relevant Grantor the Grantors such documents as such Grantor the Grantors shall prepare and reasonably request to evidence such terminationtermination and promptly release and return the Intellectual Property Collateral in its possession. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Commercial Aggregates Transportation & Sales LLC)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal item of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed irrevocably and unconditionally released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent will, at the relevant such Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral LTV Securities Account by the Collateral Agent pursuant to a Release Request or Section 2.12 of the Credit Agreement, in each case in accordance with the terms and conditions of the Loan Documents Documents, without further act, shall be deemed irrevocably and unconditionally released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Aircraft Mortgage and Security Agreement (Fly Leasing LTD)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal item of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed irrevocably and unconditionally released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent will, at the relevant such Grantor’s 's expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral Agent’s 's consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral LTV Securities Account by the Collateral Agent pursuant to a Release Request or Section 2.12 of the Credit Agreement, in each case in accordance with the terms and conditions of the Loan Documents Documents, without further act, shall be deemed irrevocably and unconditionally released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s 's expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of "Collateral Agent" in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Aircraft Mortgage and Security Agreement (Fly Leasing LTD)

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Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including Documents (other than sales of Inventory in the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal ordinary course of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreementbusiness), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant applicable Grantor’s 's expense, execute and deliver to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and hereby; provided, however, that the applicable Grantor shall have delivered to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent reasonable prior notice of the proposed release, together with a form of release for execution by the Collateral Agent and a certification by such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to initiate any such deregistrationbe applied in accordance with Section 2.03 of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from at the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereofclosing. (b) Upon the payment in full in cash of the Term Advances (including any interest payable in respect thereof) and all other Obligations arising under the Loan Documents that are then due and payable (other than Obligations with respect to the Secured Obligations then outstandingHedge Agreements not yet due and payable), the pledge, assignment pledge and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and be released and all rights to the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating revert to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agentapplicable Grantor. Upon any such termination, the Collateral Agent will, at the relevant applicable Grantor’s 's expense, execute and deliver to each relevant such Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) Iftermination and release, prior to and the termination reassignment of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent's right, be delivered title and interest to the successor Collateral Agentsuch Grantor.

Appears in 1 contract

Samples: Credit Agreement (Icg Communications Inc /De/)

Release and Termination. (a) Upon any the sale, transfer or other disposition of all or removal from any portion of the Designated Pool common stock of any Pool Aircraft Affiliate Guarantor (or Owner Subsidiary or Intermediate Lesseeincluding through the primary issuance and sale of shares of common stock) or other item of Collateral in accordance with that the terms of Borrower elects by notice to the Loan DocumentsAdministrative Agent to designate as a "Guarantee Release Event", including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Administrative Agent will, at the relevant Grantor’s Borrower's expense, execute and deliver to the Grantor of such item of Collateral Affiliate Guarantor such documents as such Grantor Affiliate Guarantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral Affiliate Guarantor from the assignment and security interest granted hereby and to evidence the release of any related guarantyits obligations under this Agreement, and to the extent provided that (Ai) at the time of such designation and such release no Default shall have occurred and be continuing, (ii) such sale, transfer or disposition is in compliance with Section 5.02(d) and (iii) the Collateral Agent’s consent is required for any deregistration proceeds of the interests in such released Collateral from the International Registry sale, transfer or any other registry or (B) the Collateral Agent is disposition required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents be applied pursuant to Section 2.06 shall be deemed released from the Lien hereofso applied. (b) Upon the payment in full in cash of the Secured Guaranteed Obligations then outstanding(on or after the Termination Date), the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Administrative Agent will, at the relevant Grantor’s Borrower's expense, execute and deliver to each relevant Grantor Affiliate Guarantor such documents as such Grantor 96 92 Affiliate Guarantor shall prepare and reasonably request to evidence the termination of the obligations of such terminationAffiliate Guarantor under this Agreement. (c) If, prior to Upon the earlier of the occurrence of a "Guarantee Release Event" in accordance with subsection (a) above or the termination of this Agreementobligations pursuant to subsection (b) above, the Collateral Agent ceases applicable Affiliate Guarantor shall be released from the guaranty of such Affiliate Guarantor under this Article VII and from all other obligations of such Affiliate Guarantor under this Agreement and each other Loan Document and such Affiliate Guarantor shall cease to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments an "Affiliate Guarantor" or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agentan "Obligated Party" hereunder.

Appears in 1 contract

Samples: Credit Agreement (Borden Inc)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal item of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent will, at the relevant such Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agentin Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Term Loan Aircraft Mortgage and Security Agreement (International Lease Finance Corp)

Release and Termination. (a) Upon any sale, lease, ----------------------- transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Intellectual Property Collateral in accordance with the terms of the Loan Documents, including Documents (other than sales of Inventory and Equipment in the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal ordinary course of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreementbusiness), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent willshall, at the relevant appropriate Grantor’s 's expense, execute and deliver to the such Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Intellectual Property Collateral from the assignment and security interest granted hereby hereby; provided, however, that (i) at the time of such request -------- ------- and such release, no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to evidence the Agent, at least ten Business Days prior to the date of the proposed release, a request for release describing the item of Intellectual Property Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail (including, without limitation, the price thereof and any expenses in connection therewith), together with a form of release for execution by the Agent and a certification by such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Agent may reasonably request and (iii) the proceeds of any related guarantysuch sale, and lease, transfer or other disposition required to the extent that (Abe applied in accordance with Section 2.06(b) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry Credit Agreement shall be paid to, or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of instructions of, the Loan Documents shall be deemed released from Agent at the Lien hereofclosing thereof. (b) Upon the later of (i) the cash payment in full in cash of the Secured Obligations then outstandingObligations, (ii) the Termination Date and (iii) the termination or expiration of all Secured Hedge Agreements, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, the Collateral Agent shall cease to be a party to this agreement, terminate and all provisions of this Agreement (except for this Section 8.06(b)) relating rights to the Secured Obligations, the Secured Parties or the Intellectual Property Collateral Agent shall cease to be of any effect insofar as they relate revert to the Secured Obligations, the Secured Parties or the Collateral Agentappropriate Grantor. Upon any such terminationtermination and reversion, the Collateral Agent willshall, at the relevant appropriate Grantor’s 's expense, return to such Grantor such of the Intellectual Property Collateral of such Grantor in its possession as shall not have been sold or otherwise applied pursuant to the terms of the Loan Documents and execute and deliver to each relevant such Grantor such documents as such Grantor shall prepare and reasonably request to evidence such terminationtermination and reversion. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Iron Age Corp)

Release and Termination. (a) Upon any sale, transfer lease, re-lease, transfer, release or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral or the Security Trustee’s security interest therein in accordance with the terms of the Loan Related Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request in writing and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and shall take all actions as shall be requested in writing by such Grantor necessary to the extent that (A) discharge any interests in the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from registered on the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms favor of the Loan Documents shall be deemed released from the Lien hereofSecurity Trustee. (b) Upon Except as otherwise provided in Section 10.06(c), upon the payment in full in cash of the Secured Obligations then outstandingObligations, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease revert to be a party to this agreement, the Grantors and all provisions of this Agreement (except for this Section 8.06(b)) relating Collateral held by the Security Trustee shall be returned to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentIssuer. Upon any such [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission termination, the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request in writing to evidence such termination, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee. (c) If at any time all Notes have been defeased pursuant to Article XII of the Indenture, the pledge, assignment and security interest in the Collateral shall be released and the certificates or other instruments representing or evidencing any of the Collateral held by the Security Trustee, shall be returned to the Issuer and the Security Trustee shall, at the expense of the Issuer, execute and deliver to the Issuer such documents as the Issuer shall prepare and reasonably request in writing to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Release and Termination. (a) Upon any sale, transfer lease, re-lease, transfer, release or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral or the Security Trustee’s security interest therein in accordance with the terms of the Loan Related Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request in writing and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and shall take all actions as shall be requested in writing by such Grantor necessary to the extent that (A) discharge any interests in the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from registered on the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms favor of the Loan Documents shall be deemed released from the Lien hereofSecurity Trustee. (b) Upon Except as otherwise provided in Section 10.06(c), upon the payment in full in cash of the Secured Obligations then outstandingObligations, the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease revert to be a party to this agreement, the Grantors and all provisions of this Agreement (except for this Section 8.06(b)) relating Collateral held by the Security Trustee shall be returned to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentIssuer. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant GrantorIssuer’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request in writing to evidence such termination, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (c) If at any time all Notes have been defeased pursuant to Article XII of the Indenture, the pledge, assignment and security interest in the Collateral shall be released and the certificates or other instruments representing or evidencing any of the Collateral held by the Security Trustee, shall be returned to the Issuer and the Security Trustee shall, at the expense of the Issuer, execute and deliver to the Issuer such documents as the Issuer shall prepare and reasonably request in writing to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Security Trust Agreement (Willis Lease Finance Corp)

Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA a Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed irrevocably and unconditionally released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Term Loan Security Agreement (AerCap Holdings N.V.)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, this Agreement (including the Pledged Equity Interest assets of and the equity Interests in each any Owner Subsidiary Trust, SPC or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit AgreementLessee), such item of Collateral and all related Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Agent Security Trustee will, at the relevant such Grantor’s expense, execute and deliver to the Grantor of such item of Collateral and all related Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral and all related Collateral from the assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral AgentSecurity Trustee’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent Security Trustee is required to initiate any such deregistration, the Collateral Agent Security Trustee shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment occurrence of an event described in full in cash clause (i), (ii) or (ii) of the Secured Obligations then outstandingSection 9.05(a) above, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent Security Trustee shall cease to be a party to this agreementAgreement, and all provisions of this Agreement (except for Section 7.01 or this Section 8.06(b9.06(b)) relating to the Secured Obligations, the Lien hereof, the Secured Parties or the Collateral Agent Security Trustee shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agenteffect. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent Security Trustee ceases to be the Collateral Agent Security Trustee in accordance with the definition of “Collateral AgentSecurity Trustee” in Section 1.016.01, all certificates, instruments or other documents being held by the Collateral Agent Security Trustee at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral AgentSecurity Trustee, be delivered to the successor Collateral AgentSecurity Trustee.

Appears in 1 contract

Samples: Aircraft Mortgage and Security Agreement (International Lease Finance Corp)

Release and Termination. (a) Upon any sale, lease, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan DocumentsOperative Agreements, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral Security Trustee will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent willpromptly, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such the Grantor shall reasonably request in writing and provide to the Collateral Agent Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereofhereby. (b) Upon Except as otherwise provided in Section 9.06(c), upon the payment in full in cash of the Secured Obligations (other than indemnities not then outstandingknown or payable and contingent Secured Obligations), the pledge, assignment and security interest granted by Section 2.01 hereof hereby shall terminate, terminate and all rights to the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating revert to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral AgentGrantor. Upon any such termination, the Collateral Agent Security Trustee will, at the relevant Grantor’s expense, (i) deliver to the Grantor the certificates and instruments representing any of the Collateral held by the Security Trustee, and (ii) execute and deliver to each relevant the Grantor such documents as such the Grantor shall prepare and reasonably request in writing to evidence such termination. This clause (b) shall continue to operate upon the occurrence of Delta Note Purchase Effective Date (as defined in the Intercreditor Agreement). Upon the occurrence of the Delta Note Purchase Effective Date (as defined in the Intercreditor Agreement), the Secured Parties shall no longer have any interest in the Collateral granted under this Agreement. (c) If, prior If at any time all Secured Obligations and any other amounts payable pursuant to the termination of this AgreementOperative Agreements, shall have been paid in full, the Collateral Agent ceases pledge, assignment and security interest granted hereby shall terminate and all rights to be the Collateral Agent in accordance with shall revert to the definition Grantor. Upon any such termination, the Security Trustee will, at the Grantor’s expense, (i) deliver to the Grantor the certificates and instruments representing any of the Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at Security Trustee, and (ii) execute and deliver to the Grantor such time shalldocuments as the Grantor shall prepare and reasonably request in writing to evidence such termination. This clause (c) shall continue to operate upon the occurrence of Delta Note Purchase Effective Date (as defined in the Intercreditor Agreement). Upon the occurrence of the Delta Note Purchase Effective Date (as defined in the Intercreditor Agreement), within five (5) Business Days from the date on which it ceases to be Secured Parties shall no longer have any interest in the Collateral Agent, be delivered to the successor Collateral Agentgranted under this Agreement.

Appears in 1 contract

Samples: Security Agreement (Wheels Up Experience Inc.)

Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool release of any a Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of pursuant to the Credit Agreement), such Pool Aircraft and the Collateral related solely to such Pool Aircraft will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement)hereof, and the Collateral Administrative Agent will, at the relevant such Grantor’s 's expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Administrative Agent to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby and to evidence the release of any related guarantyhereby, and to the extent that (A) the Collateral Administrative Agent’s 's consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Administrative Agent is required to initiate any such deregistration, the Collateral Administrative Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account affected, subject in each case, to receipt by the Collateral Administrative Agent in accordance with the terms of an officer’s certificate of the Loan Documents shall be deemed released from Borrower certifying as to such matters reasonably requested by the Lien hereofAdministrative Agent. (b) Upon If at any time the payment in full in cash Incremental Aviation Borrowing Amount is zero and no Event of Default has occurred and is continuing, upon written request by the Secured Obligations then outstanding, Borrower the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Administrative Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b7.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Administrative Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Administrative Agent. Upon any such termination, the Collateral Administrative Agent will, at the relevant Grantor’s 's expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

Appears in 1 contract

Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)

Release and Termination. (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms Effective as of the date hereof: (i) the Aircraft and other Collateral under each Security Agreement (as defined in the Loan DocumentsAgreement) shall be automatically and irrevocably released from all Liens in favor of or for the benefit of the Secured Parties, including the Pledged Equity Interest in each Owner Subsidiary any Note Holder or Intermediate Lessee that owns or leases such Pool AircraftIndenture Indemnitee, or if as applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in and each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of Indenture and the Credit Agreement), such Collateral will trusts created thereby shall be deemed terminated and of no further force and effect; (ii) each party hereto shall be irrevocably released and discharged from any and all obligations to any other party hereto under the Lien hereof Loan Agreement, the Note Purchase Agreement, the Guarantee, the other Operative Agreements (as defined in the Loan Agreement) and related guarantees will be deemed released the Maintenance Provider Consents (as defined in accordance with Section 7.11 of the Credit Note Purchase Agreement) (collectively, the “Released Documents”), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Released Documents shall be deemed released terminated and of no further force and effect, it being understood and agreed that such release and discharge does not apply to any indemnities, or any other obligations that expressly survive the termination of the relevant Released Documents but only to the extent of the term of such survival; (iii) all Equipment Notes outstanding on the date hereof shall be cancelled and shall be of no further force or effect; (iv) any Collateral, including any trust certificates and any other instrument delivered in accordance with any Security Agreement (as defined in the Loan Agreement), in each case to the extent previously delivered to, and held by, the Secured Parties shall be returned to the Borrower or the Company (or their designee), as applicable, following the termination and release hereof; (v) the Company shall or shall cause to be filed UCC-3 termination statements, in form and substance reasonably satisfactory to the Mortgagee and the Company, terminating the UCC-1 financing statements previously filed in respect of the Collateral with the appropriate authorities in the appropriate jurisdictions and the Mortgagee hereby authorizes such filing; (vi) the Mortgagee shall, at the request of the Company, execute (i) an appropriate instrument evidencing the release of the Aircraft and the Collateral from the Lien lien of the Indentures, in form and substance reasonably satisfactory to the Mortgagee and in an appropriate form for filing with the FAA (the “FAA Release”) and hereby authorizes the Company to file the FAA Release with the FAA and (ii) termination letters in order to terminate the several Maintenance Provider Consents (as defined in the Note Purchase Agreement) in effect as of the date hereof; (vii) the Security Trustee shall, at the request of the Company, execute any warranty, maintenance provider or insurance reassignments, consents to revocation of any powers of attorney or any other document or instrument reasonably necessary to give effect to the release and termination contemplated hereby (each of which shall be in a form reasonably satisfactory to the Mortgagee and the Company); and (viii) the registrations and International Interests on the International Registry previously registered in connection with the Aircraft and the Collateral identified in the FAA Release and listing the Security Trustee as a creditor shall be discharged and the Security Trustee hereby authorizes such discharges. (b) Upon The Mortgagee (and the payment in full in cash of the Secured Obligations then outstandingother parties hereto, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)if so requested) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant GrantorCompany’s cost and expense, execute and deliver deliver, or cause to each relevant Grantor be executed and delivered, such documents as such Grantor shall prepare and may be reasonably request requested by the Company to evidence such terminationthe terminations, releases and re-assignments contemplated in Section 2(a) above, including, without limitation, any filings with the United States Patent and Trademark Office, the FAA or other governmental body required to give effect thereto. (c) IfEach of the parties hereto hereby agrees that each of the parties will, prior at the Company’s cost and expense, take all such further actions and execute and deliver such further instruments and documents as may be reasonably requested by any of the other parties or that may be necessary to carry out the purposes of this Section 2. (d) The Secured Parties hereby consent to (i) winding up or dissolution of the Borrower and (ii) closing any Collection Account, Special Payments Account, Eligible Deposit Account, Trust Account (each, as defined in the Intercreditor Agreement) and Eligible Account (collectively referred to herein as the “Accounts”). (e) Promptly following the date hereof, all remaining amounts in the Accounts shall be transferred to or at the direction of the Company to the termination account specified separately in writing by the Company to the Subordination Agent, if needed. After all amounts have been transferred from the Accounts, and upon receiving notice from the Company of the same, the Subordination Agent shall close the Accounts. If the Subordination Agent receives any amount in the Accounts after the date hereof, it shall promptly remit such amount as directed by the Company. (f) By its execution below, the Mortgagee confirms that (i) the Release Amount as of the date of this AgreementAgreement is $156,282,374.90, (ii) it has received the Release Amount in full on the date hereof and (iii) such Release Amount has been paid, in part, by application of the balance of the Cash Reserve Account (in the amount of $20,000,000). By its execution below, the Collateral Agent ceases to be Company hereby acknowledges and authorizes the Collateral Agent in accordance with application of the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered Cash Reserve Account balance to the successor Collateral AgentRelease Amount as described in the foregoing clause (iii).

Appears in 1 contract

Samples: Release Agreement (Wheels Up Experience Inc.)

Release and Termination. (a) Upon any saleOn the Defeasance Date, transfer and subject to the fulfillment or other disposition or removal from waiver of the Designated Pool of any Pool Aircraft conditions precedent set forth in Article 8 (or Owner Subsidiary or Intermediate Lesseeincluding Sections 8.2 and 8.3 thereof) or other item of Collateral in accordance with the terms of the Loan DocumentsAgreement on that date, including the Pledged Equity Interest Administrative Agent shall notify the Secured Lenders' Agent that, concurrently with the release and termination of all collateral and guarantees held by the Secured Lenders' Agent for the First Mortgage Notes and credit Agreement (other than the liens in each Owner Subsidiary the Securities Accounts created hereunder), the assignment, pledge and security interest created hereunder or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 pursuant hereto for the benefit of the Credit Agreement)Banks or the Administrative Agent, such Collateral will be deemed released from all rights of any Bank or the Lien hereof (Administrative Agent with in or respect of any Bank Collateral, and related guarantees will be deemed released in accordance with Section 7.11 all other rights of any Creditor or the Administrative Agent hereunder, have been terminated. Such notice and the notice of the Credit Agreement)Administrative Agent to the Secured Lenders' Agent contemplated by Section 13(b) below are each referred to herein as a "Collateral ---------- Notice". Upon such termination, and the Collateral Administrative Agent willshall, at the relevant ------ Grantor’s 's expense, execute and deliver to the Grantor of such item of Collateral such documents as such the Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Bank Collateral from the International Registry or any other registry or (B) assignment, pledge and security interest granted to the Collateral Administrative Agent is required to initiate any and the Banks hereby, regardless of whether at the time of such deregistration, the Collateral Agent shall ensure that such consent request or such initiation release any Event of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms Default or Loan Agreement Event of the Loan Documents Default shall have occurred and be deemed released from the Lien hereofcontinuing. (b) Upon Without limitation to the foregoing Section 13(a), upon the later of payment in cash and in full in cash of the Secured Grantor Obligations then outstandingand the termination in full of the Commitment (as defined in the Loan Agreement), the pledge, assignment and security interest granted by Section 2.01 hereof hereby in the Bank Collateral shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Administrative Agent will, at the relevant Grantor’s 's expense, execute and deliver to each relevant the Grantor such documents as such the Grantor shall prepare and reasonably request to evidence such terminationtermination and shall promptly notify the Secured Lenders' Agent that the assignment, pledge and security interest created by Section 1 hereof have terminated. (c) If, prior to the termination The term of this Agreement, Agreement shall commence upon its execution and delivery and shall terminate when the Collateral Agent ceases to be the Collateral Agent First Mortgage Notes have been paid and discharged in accordance with the definition of “Collateral Agent” in Section 1.01Indenture and the assignment, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered pledge and security interest granted to the successor Collateral AgentAdministrative Agent and the Banks under Section 1 hereof shall have terminated pursuant to Sections 13(a) or (b) above. Upon termination of this Agreement each assignment, pledge and security interest created hereunder shall terminate and be released.

Appears in 1 contract

Samples: Irrevocable Security Agreement (MGM Grand Hotel Finance Corp)

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