Release of Security Interest 8.1 This general condition applies if any part of the property is subject to a security interest to which the Personal Property Securities Act 2009 (Cth) applies. 8.2 For the purposes of enabling the purchaser to search the Personal Property Securities Register for any security interests affecting any personal property for which the purchaser may be entitled to a release, statement, approval or correction in accordance with general condition 8.4, the purchaser may request the vendor to provide the vendor’s date of birth to the purchaser. The vendor must comply with a request made by the purchaser under this condition if the purchaser makes the request at least 21 days before the due date for settlement. 8.3 If the purchaser is given the details of the vendor’s date of birth under condition 8.2, the purchaser must – (a) Only use the vendor’s date of birth for the purposes specified in condition 8.2; and (b) Keep the date of birth of the vendor secure and confidential. 8.4 The vendor must ensure that at or before settlement, the purchaser receives – (a) a release from the secured party releasing the property from the security interest; or (b) a statement in writing in accordance with section 275(1)(b) of the Personal Property Securities Act 2009 (Cth) setting out that the amount or obligation that is secured is nil at settlement; or (c) a written approval or correction in accordance with section 275(1)(c) of the Personal Property Securities Act 2009 (Cth) indicating that, on settlement, the personal property included in the contract is not or will not be property in which the security interest is granted. 8.5 Subject to general condition 8.6, the vendor is not obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property – (a) that - (i) the purchaser intends to use predominantly for personal, domestic or household purposes; and (ii) has a market value of not more than $5000 or, if a greater amount has been prescribed for the purposes of section 47(1) of the Personal Property Securities Act 2009 (Cth), not more than that prescribed amount; or (b) that is sold in the ordinary course of the vendor’s business of selling personal property of that kind. 8.6 The vendor is obliged to ensure that the purchaser receives a release, statement, approval or correction in respect of personal property described in general condition 8.5 if – (a) the personal property is of a kind that may or must be described by serial number in the Personal Property Securities Register; or (b) the purchaser has actual or constructive knowledge that the sale constitutes a breach of the security agreement that provides for the security interest. 8.7 A release for the purposes of general condition 8.4(a) must be in writing. 8.8 A release for the purposes of general condition 8.4 (a) must be effective in releasing the goods from the security interest and be in a form which allows the purchaser to take title to the goods free of that security interest. 8.9 If the purchaser receives a release under general condition 8.4 (a) the purchaser must provide the vendor with a copy of the release at or as soon as practicable after settlement. 8.10 In addition to ensuring that a release is received under general condition 8.4(a), the vendor must ensure that at or before settlement the purchaser receives a written undertaking from a secured party to register a financing change statement to reflect that release if the property being released includes goods of a kind that are described by serial number in the Personal Property Securities Register. 8.11 The purchaser must advise the vendor of any security interest that is registered on or before the day of sale on the Personal Properties Security Register, which the purchaser reasonably requires to be released, at least 21 days before the due date for settlement. 8.12 The vendor may delay settlement until 21 days after the purchaser advises the vendor of the security interests that the purchaser reasonably requires to be released if the purchaser does not provide an advice under general condition 8.11. 8.13 If settlement is delayed under general condition 8.12 the purchaser must pay the vendor – (a) interest from the due date for settlement until the date on which settlement occurs or 21 days after the vendor receives the advice, whichever is the earlier; and (b) any reasonable costs incurred by the vendor as a result of the delay - as though the purchaser was in default. 8.14 The vendor is not required to ensure that the purchaser receives a release in respect of the land. This general condition 8.14 applies despite general condition 8.1. 8.15 Words and phrases which are defined in the Personal Property Securities Act 2009 (Cth) have the same meaning in general condition 8 unless the context requires otherwise.
Release of Security Interests Without limiting the generality of the foregoing and except as otherwise provided in this Indenture, each Guarantor hereby consents and agrees, to the fullest extent permitted by applicable law, that the rights of the Trustee hereunder, and the liability of the Guarantors hereunder, shall not be affected by any and all releases for any purpose of any collateral, if any, from the Liens and security interests created by any collateral document and that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Indenture Obligations is rescinded or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.
Termination of Security Interests; Release of Collateral Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interest or release of any Collateral, the Secured Party will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interest or the release of such Collateral, as the case may be.
Release of Security (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.
Recording of Security Instrument, etc Borrower forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the Other Security Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Lender in, the Property. Borrower will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of the Note, this Security Instrument, the Other Security Documents, any note or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, any mortgage supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do.
Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.
Subordination of Lien; Waiver of Set-Off In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).
Acknowledgment of Perfection of Security Interest Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.
Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.
Preferential Collection of Claims Against the Issuer The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.
