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 o...
Release of Security. (a) If:
(i) a Guarantor ceases to be a Material Subsidiary; or
(ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released.
(b) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:
(i) the Majority Lenders agree to the disposal;
(ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default;
(iii) the disposal is being made at the request of the Security Trustee in circumstances where any security created by the Security Documents has become enforceable; or
(iv) the disposal is being effected by enforcement of a Security Document, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released from any security over it created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).
(c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders.
(d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect.
(e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this Subclause, (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.
Release of Security. (a) If a disposal of any asset subject to security created by a Transaction Security Document is made in the following circumstances:
(i) the Majority Lenders agree to the disposal;
(ii) the disposal is allowed by the terms of the Transaction Documents and will not result or could not reasonably be expected to result in any Default;
(iii) the disposal is being made at the request of the Security Agent in circumstances where any security created by the Transaction Security Documents has become enforceable; or
(iv) the disposal is being effected by enforcement of a Transaction Security Document, the asset(s) being disposed of will be released from any security over it created by a Transaction Security Document. However, the proceeds of any disposal (or an amount corresponding to them) shall be applied in accordance with the requirements of the Transaction Documents (if any).
(b) Any release under this Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders.
(c) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligor Parties under the Transaction Documents will continue in full force and effect.
(d) If the Security Agent is satisfied that a release is allowed under this Clause, (at the request and expense of the relevant Obligor Party) each Secured Party shall enter into any document and do all such other things which are reasonably required to achieve that release. Each other Secured Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Obligor Party under the Transaction Documents.
Release of Security. Subject to Section 9.4, the Agent will release and discharge (or cause to be released and discharged) at no cost to the Authority, and as soon as reasonably possible, all security in respect of each of the Material Contracts in respect of which any of Project Co’s rights or obligations thereunder are assumed, transferred or assigned by or to the Authority (or by or to a third party designated by the Authority) pursuant to a Material Project Contractor Collateral Agreement.
Release of Security. On the date of the due payment and performance in full of all Maturity Amounts (including as a consequence of the exercise of a Conversion Right or successive Conversion Rights), under both Loans to both Lenders this Agreement shall terminate, and promptly after such date and the due payment and performance in full of all ‘Maturity Amounts’ (as defined in the Other Lender Loan Agreement) (including as a consequence of the exercise of a ‘Conversion Right’ or successive ‘Conversion Rights’ (as defined in the Other Lender Loan Agreement)), under both ‘Loans’ (as defined in the Other Lender Loan Agreement) to both Lenders, the Lenders will release and discharge, and will cause the Security Agent to release and discharge, the Security and all right, title and interest of the Security Agent and the Lenders in the property and assets of the Borrower and its Subsidiaries under the Security. In addition, if any asset or property of the Borrower or a Subsidiary thereof is Disposed of as specifically permitted by this Agreement, the Lenders, at the request of the Borrower, will, and will cause the Security Agent to, discharge such asset or property from the Security and deliver and re-assign to the Borrower or the applicable Subsidiary (without any representation or warranty) any such asset or property then in the possession of the Lenders or the Security Agent provided, however, that (i) the Borrower or one of its Subsidiaries, as the case may be, concurrently with any such discharge of Specific Collateral under the Borrower’s Specific Security Agreements, grant Security to the Security Agent over another asset of the Borrower or one of its Subsidiaries of equal or greater value to the Specific Collateral so disposed of and (ii) that the aggregate value of all the Special Collateral combined remains unchanged or increases. If any Liens are permitted to be placed over any part of the assets or property of the Borrower or any of its Subsidiaries (whether in priority to any of the Security or otherwise) pursuant to the provisions of this Agreement, or otherwise at the direction or with the consent of the Lenders, the Lenders shall, at the request of the Borrower, will, and will cause the Security Agent to, provide such assurances, confirmations, postponements and subordinations respecting such assets and property and the Security as the Borrower may reasonably request in the circumstances.
Release of Security. Unless required by local law the circumstances in which the security shall be released should not be dealt with in individual security documents but, if so required, shall, except to the extent required by local law, be the same as those set out in the Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement and not require any further consent by the Security Agent, the Trustee or any Holder.
Release of Security. (a) Subject to the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the Security Documents may be released in the following circumstances:
(i) upon repayment in full of the Notes;
(ii) upon defeasance and discharge of the Notes as provided above under Article VIII;
(iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 or Section 4.14 or in accordance with Section 5.01;
(iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture;
(v) with respect to a Subsidiary Guarantor that becomes a New Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Non-Guarantor Subsidiary;
(vi) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, in accordance with the terms of this Indenture;
(vii) with respect to any pledge over any Capital Stock of any Subsidiary Guarantor or JV Subsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or
(viii) in whole or in part, with the requisite consent of the Holders in accordance with Article IX.
Release of Security. If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:
Release of Security. The Municipality agrees to return the said security to the Owner upon the completion and final approval of the works specified in this Agreement which approval is at the Municipality’s sole discretion.
Release of Security. 11.1 As soon as the Issuer has fully and finally discharged all obligations secured by this Agreement, the Security Trustee shall promptly retransfer any remaining Security transferred to it under this Agreement and that it still holds at such time to or to the order of the Issuer. The Security Trustee undertakes to notify each shareholder of the Issuer of the full satisfaction of all obligations secured hereunder and of the retransfer of the Security. For the purpose of release, the Security Trustee may rely on evidence which shows that all moneys necessary for the satisfaction of the obligations secured by this Agreement have been transferred to the Paying Agent who then forwarded the proceeds. A confirmation of the Paying Agent will be sufficient evidence for the purpose of the preceding sentence.
11.2 Subject to the provisions in the Transaction Documents, as soon as the Security has been released, the Transaction and all Transaction Documents shall automatically terminate.
