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.
Appears in 2 contracts
Samples: Loan Agreement (Dassault Systemes Sa), Loan Agreement (Dassault Systemes Sa)
Release of Security. On the date (a) If: (i) on an enforcement of any of the due payment and performance in full of all Maturity Amounts (including as a consequence of the exercise of a Conversion Right Security Documents or successive Conversion Rights)Note Security Documents, 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 (or any receiver) sells or otherwise disposes 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 shares; or (ii) an Obligor sells or otherwise disposes of the Borrower an asset or a Subsidiary thereof is Disposed of as specifically permitted by this Agreement, the Lenders, shares at the request of an Enforcement Instructing Group after an event of default under (and as defined in) any of the BorrowerSenior Finance Documents, willHedging Documents or Note Documents has occurred which is continuing, and will cause then the Security Agent tomay execute on behalf of each Secured Party and each Obligor, discharge without the need for any further referral to or authority from such Secured Party or Obligor, any release of the security created by the Security Documents or Note Security Documents over that asset or property shares, provided that the net proceeds of the sale or disposal are applied in payment of Obligations in the order set out in Clause 11.1 (Order of Application).
(b) If a disposal to a person or persons outside the Group of assets or shares owned by any Obligor over which security has been created by the Security Documents is permitted by the terms of Clause 23.6 (Disposals) or Clause 23.38 (Permitted Receivables Securitisations) of the Senior Facility Agreement and will not result directly in any breach of the terms of the Senior Facility Agreement (including, for the avoidance of doubt, Clause 31.7(b) of the Senior Facility Agreement), the Security Agent shall, on the completion of the disposal, release (at the expense of the relevant Obligor) from the Security Documents and deliver Note Security Documents the assets or shares which are subject to that disposal and re-assign (where the disposal is such that an Obligor ceases to be a member of the Borrower Group) the assets of or shares owned by that entity.
(c) The Security Agent shall (at the applicable Subsidiary reasonable request and at the expense of the Company) following a release of security under Clause 12.5(a) or (without b) above provide confirmation of the release of any representation or warranty) any such asset or property then shares from the security under the Security Documents and Note Security Documents or (where relevant) confirmation of non-crystallization of a floating charge, such confirmation to be in the possession of the Lenders or such form as the Security Agent provided, however, that (i) the Borrower or one of its Subsidiaries, may determine. Each Secured Party will execute such releases 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 may reasonably require to give effect to this Clause 12.5, any such release given by 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 Note Trustee to be placed over without recourse or warranty. No such release will affect the obligations and liabilities of any part of other Obligor under the assets Senior Finance Documents, Hedging Documents 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 circumstancesNote Documents.
Appears in 2 contracts
Samples: Priority Agreement, Priority Agreement (JSG Funding PLC)
Release of Security. On (a) If:
(i) a disposal to a person or persons outside the date Group of any asset over which a Security Interest has been created by any Interim Security Document is:
(A) being effected at the request of the due payment Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or
(B) being effected by enforcement of the Interim Security Documents; or
(C) permitted by the Interim Finance Documents (and performance the Interim Security Agent may, but is not obliged to, rely on a certificate of the Company to this effect); or
(ii) the Interim Liabilities are repaid in full full, the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party, each Obligor and each person which has granted the relevant Security Interests (and at the cost of the Obligors’ Agent) the releases and disposals referred to in paragraph (b) below.
(b) The releases and other actions referred to in paragraph (a) above are:
(i) any release of any Security Interest created by the Interim Security Documents over that asset; and
(ii) if that asset comprises all of the shares in the capital of any Group Company (or any direct or indirect holding company of any Group Company):
(A) a release of that Group Company and its respective Subsidiaries from all present and future liabilities under the Interim Finance Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents by way of contribution or indemnity) and a release 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 Interests granted by that Group Company and its Subsidiaries under the Security. In additionInterim Security Documents; or
(B) in respect of a disposal under paragraph (a)(i) above only, 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 disposal of all the Special Collateral combined remains unchanged or increases. If any Liens are permitted to be placed over any part of the assets present and future liabilities of that Group Company and its respective Subsidiaries under the Interim Finance Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents by way of contribution or property indemnity) owed by that Group Company and its respective Subsidiaries.
(c) In the case of paragraph (a) above, the net cash proceeds of the Borrower or any disposal must be applied in accordance with Clause 11.7 (Application of its Subsidiaries proceeds).
(whether in priority d) If the Majority Interim Lenders instruct the Interim Security Agent to effect any of the Security releases or otherwisedisposals in circumstances permitted under paragraph (a) pursuant to above, each Interim Finance Party and the provisions of this Agreement, or otherwise relevant Obligor must promptly execute (at the direction or with the consent cost of the Lenders, Obligors’ Agent) any document which is reasonably required to achieve that release or disposal. Each Obligor irrevocably authorises the Lenders shall, at the request of the Borrower, will, and will cause the Interim Security Agent to, provide to promptly execute any such assurances, confirmations, postponements and subordinations respecting such assets and property and document. Any release will not affect the Security as obligations of any other Group Company under the Borrower may reasonably request in the circumstancesInterim Finance Documents.
Appears in 2 contracts
Samples: Commitment Letter, Interim Facilities Agreement (Quanex Building Products CORP)
Release of Security. On (a) If:
(i) a disposal to a person or persons outside the date Group of any asset over which a Security Interest has been created by any Interim Security Document is:
(A) being effected at the request of the due payment Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or
(B) being effected by enforcement of the Interim Security Documents; or
(ii) the Interim Liabilities are irrevocably and performance unconditionally discharged and repaid in full full, the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party and each Obligor (and at the cost of Midco) the releases and disposals referred to in paragraph (b) below.
(b) The releases and other actions referred to in paragraph (a) above are:
(i) any release of any Security Interest created by the Interim Security Documents over that asset; and
(ii) if that asset comprises all of the shares in the capital of, or any financial securities issued by, any Group Company (or any direct or indirect holding company of any Group Company):
(A) a release of that Group Company and its respective Subsidiaries from all present and future liabilities under the Interim Documents (both actual and contingent and including any liability to any other Group Company under the Interim Documents by way of contribution or indemnity) and a release 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 Interests granted by that Group Company and its Subsidiaries under the Security. In additionInterim Security Documents; or
(B) in respect of a disposal under paragraph (a)(i) above only, 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 disposal of all the Special Collateral combined remains unchanged or increases. If any Liens are permitted to be placed over any part of the assets present and future liabilities of that Group Company and its respective Subsidiaries under the Interim Documents (both actual and contingent and including any liability to any other Group Company under the Interim Documents by way of contribution or property indemnity) owed by that Group Company and its respective Subsidiaries.
(c) In the case of paragraph (a)(i) above, the net cash proceeds of the Borrower or any disposal must be applied in accordance with Clause 12.7 (Application of its Subsidiaries moneys).
(whether in priority d) If the Majority Interim Lenders instruct the Interim Security Agent to effect any of the Security releases or otherwisedisposals in circumstances permitted under paragraphs (a) pursuant to the provisions of this Agreementand (b) above, or otherwise each Interim Finance Party and each Obligor must promptly execute (at the direction or with the consent cost of the Lenders, Obligors’ Agent) any document which is reasonably required to achieve that release or disposal. Each Obligor irrevocably authorises the Lenders shall, at the request of the Borrower, will, and will cause the Interim Security Agent to, provide to promptly execute any such assurances, confirmations, postponements and subordinations respecting such assets and property and document. Any release will not affect the Security as obligations of any other Group Company under the Borrower may reasonably request in the circumstancesInterim Documents.
Appears in 1 contract
Samples: Interim Facilities Agreement
Release of Security. On (a) If a disposal to a person or persons outside the date Group of any asset owned by an Obligor over which security has been created by the Security Document is:
(i) allowed by the terms of Clause 19.6 (Disposals); or
(ii) being effected at the request of the due payment and performance Majority Lenders in full of all Maturity Amounts (including as a consequence circumstances where any 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 security created by the due payment and performance in full of all ‘Maturity Amounts’ Security Documents has become enforceable; or
(as defined in the Other Lender Loan Agreementiii) (including as a consequence being effected by enforcement of the exercise of a ‘Conversion Right’ or successive ‘Conversion Rights’ (as defined in the Other Lender Loan Agreement))Security Documents, 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 is irrevocably authorised to execute on behalf of each Finance Party and each Obligor (and at the cost of the relevant Obligor) the releases referred to in paragraph (b) below.
(b) The releases referred to in paragraph (a) above are:
(i) any release and discharge, of the security created by the Security and Documents over that asset; and
(ii) if that asset comprises all right, title and interest of the Security Agent and the Lenders shares in the property and assets capital of any Obligor (or any Holding Company of an Obligor) held by members of the Borrower Group, a release of that Obligor and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Obligor under the Finance Documents by way of contribution or indemnity) in its capacity as a Guarantor (but not as a Borrower) under the Finance Documents and a release of all Security Interests granted by that Obligor and its Subsidiaries under the Security. Security Documents.
(i) In additionthe case of sub-paragraph (a)(i) above, if any asset or property the Net Disposal Proceeds of the Borrower or a Subsidiary thereof is Disposed disposal must be applied in accordance with Clause 7 (Prepayment and cancellation).
(ii) In the case of as specifically permitted by this Agreementsub-paragraphs (a)(ii) and (iii) above, the Lenders, at the request net cash proceeds of the Borrower, will, and will cause disposal must be applied in accordance with Clause 14.7 (Partial payments).
(d) If the Security Agent tois satisfied that a release is allowed under this Subclause, discharge such asset or property from each Finance Party must execute (at the Security and deliver and re-assign to cost of the Borrower or the applicable Subsidiary (without any representation or warrantyrelevant Obligor) any such asset or property then in the possession of the Lenders or document which is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent provided, however, that (i) the Borrower or one of its Subsidiaries, as the case may be, concurrently with to execute any such discharge document. Any release will not affect the obligations of Specific Collateral any other Obligor 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 circumstancesFinance Documents.
Appears in 1 contract
Samples: Credit Facilities Agreement (Hungarian Telephone & Cable Corp)
Release of Security. On (a) If a disposal to a person or persons outside the date Group of any asset owned by an Obligor over which security has been created by the Security Documents is:
(i) allowed by the terms of Clause 21.6 (Disposals); or
(ii) being effected at the request of the due payment and performance Majority Lenders in full of all Maturity Amounts (including as a consequence circumstances where any 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 security created by the due payment and performance in full of all ‘Maturity Amounts’ Security Documents has become enforceable; or
(as defined in the Other Lender Loan Agreementiii) (including as a consequence being effected by enforcement of the exercise of a ‘Conversion Right’ or successive ‘Conversion Rights’ (as defined in the Other Lender Loan Agreement))Security Documents, 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 is irrevocably authorised to execute on behalf of each Finance Party and each Obligor (and at the cost of the relevant Obligor) the releases referred to in paragraph (b) below.
(b) The releases referred to in paragraph (a) above are:
(i) any release and discharge, of the security created by the Security and Documents over that asset; and
(ii) if that asset comprises all right, title and interest of the Security Agent and the Lenders shares in the property and assets capital of any Obligor (or any Holding Company of an Obligor) held by members of the Borrower Group, a release of that Obligor and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Obligor under the Finance Documents by way of contribution or indemnity) in its capacity as a Guarantor (but not as a Borrower) under the Finance Documents and a release of all Security Interests granted by that Obligor and its Subsidiaries under the Security. Security Documents.
(i) In additionthe case of subparagraph (a)(i) above, if any asset or property required under Clause 9 (Prepayment and Cancellation), the Net Proceeds of the Borrower or a Subsidiary thereof is Disposed disposal must be applied in accordance with Clause 9 (Prepayment and Cancellation).
(ii) In the case of as specifically permitted by this Agreementsubparagraphs (a)(ii) and (iii) above, the Lenders, at the request net cash proceeds of the Borrower, will, and will cause disposal must be applied in accordance with Clause 16.7 (Partial payments).
(d) If the Security Agent tois satisfied that a release is allowed under this Subclause, discharge such asset or property from each Finance Party must execute (at the Security and deliver and re-assign to cost of the Borrower or the applicable Subsidiary (without any representation or warrantyrelevant Obligor) any such asset or property then in the possession of the Lenders or document which is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent provided, however, that (i) the Borrower or one of its Subsidiaries, as the case may be, concurrently with to execute any such discharge document. Any release will not affect the obligations of Specific Collateral any other Obligor 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 circumstancesFinance Documents.
Appears in 1 contract
Release of Security. On the date (a) If: (i) on an enforcement 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 any of the Security Documents or Bond Security Documents, the Collateral Agent and the Lenders in the property and assets (or any receiver) sells or otherwise disposes of the Borrower and its Subsidiaries under the Security. In addition, if any asset or property shares; or (ii) a Loan Party sells or otherwise disposes of the Borrower an asset or a Subsidiary thereof is Disposed of as specifically permitted by this Agreement, the Lenders, shares at the request of an Instructing Group after an event of default (howsoever described ) under any of the BorrowerSecured Instruments has occurred which is continuing, willthen the Collateral Agent may execute on behalf of each Secured Party and each Loan Party, without the need for any further referral to or authority from such Secured Party or Loan Party, any release of the security created by the Security Documents or Bond Security Documents over that asset or shares, provided that the net proceeds of the sale or disposal are applied in payment of Obligations in the order set out in Section 3.03.
(b) If a disposal to a person or persons outside the Group of assets or shares owned by any Loan Party over which security has been created by the Security Documents or Bond Security Documents is permitted by the terms of Clause 23.6 (Disposals) of the Credit Agreement and will cause not result directly in any breach of the Security terms of the Credit Agreement, the Collateral Agent to, discharge such asset or property shall on the completion of the disposal release (at the expense of the relevant Loan Party) from the Security Documents 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 Bond 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 Documents the assets or property shares which are subject to that disposal and (where the disposal is such that a Loan Party ceases to be a member of the Borrower Group) the assets of or any of its Subsidiaries shares owned by that entity.
(whether in priority to any c) The Collateral Agent shall (at the reasonable request and at the expense of the Security Company) following a release of security under Section 2.03(a) or otherwise(b) pursuant to the provisions of this Agreement, or otherwise at the direction or with the consent above provide confirmation of the Lenders, release of any asset or shares from the Lenders shall, at the request of the Borrower, will, and will cause security under the Security Agent toDocuments and Bond Security Documents or (where relevant) confirmation of non-crystallization of a floating charge, provide such assurances, confirmations, postponements and subordinations respecting confirmation to be in such assets and property and the Security form as the Borrower Collateral Agent may determine. Each Secured Party will execute such releases as the Collateral Agent may reasonably request in require to give effect to this Section 2.03, any such release given by the circumstancesSenior Note Trustee to be without recourse or warranty. No such release will affect the obligations and liabilities of any other Loan Party under the Secured Instruments.
Appears in 1 contract
Release of Security. On (A) If:
(i) a disposal to a person or persons outside the date Group of any asset over which security has been created by any Interim Security Document is:
(a) being effected at the request of the due payment Super Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or
(b) being effected by enforcement of the Interim Security Documents; or
(ii) the Interim Liabilities are discharged and performance repaid in full full; or
(iii) there is a disposal of any asset over which security has been created by any Interim Security Document and which is permitted or not prohibited by the Interim Documents (but excluding (A) any disposals specified in sub-paragraph (A)(i) above and (B) any disposal of shares held by the Parent in the Company or receivables owed by the Company to the Parent, or shares held by the Company in the Target, or receivables owed by the Target to the Company, in each case other than pursuant to a Permitted Transaction), the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party and each person which has granted the relevant security (and at the cost of the Company) the releases referred to in paragraph (B) below.
(B) The releases referred to in paragraph (A) above are:
(i) any release of the security created by the Interim Security Documents over that asset; and
(ii) if that asset comprises all of the shares in the capital of any Group Company (or any direct or indirect holding company of any Group Company) held by any other Group Company, a release of that Group Company (or any direct or indirect holding company of any Group Company) and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Group Company under the Interim Documents by way of contribution or indemnity) (but, except in the circumstances referred to in (A)(i)(a) or (b) above, not as a borrower) under the Interim Documents and a release of all Maturity Amounts Security Interests granted by that Group Company (including as a consequence or any direct or indirect holding company 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 Agreementany Group Company) (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. Interim Security Documents.
(C) In additionthe case of paragraphs (A)(i)(a) and (b) above, if any asset or property the net cash proceeds of the Borrower or disposal must be applied in accordance with Clause 11.6 (Application of moneys) above.
(D) If the Interim Security Agent is satisfied that a Subsidiary thereof release is Disposed of as specifically permitted by allowed under this AgreementClause 15.10, the Lenders, each Interim Finance Party must execute (at the request cost of the Borrower, will, and will cause Company) any document which is reasonably required to achieve that release. Each other Interim Finance Party irrevocably authorises the Interim 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) execute any such asset or property then in document. Any release will not affect the possession obligations 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 other Group Company 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 circumstancesInterim Documents.
Appears in 1 contract
Samples: Interim Facilities Agreement
Release of Security. On (a) If:
(i) a disposal to a person or persons outside the date Group of any asset over which a Security Interest has been created by any Interim Security Document is:
(A) being effected at the request of the due payment Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or
(B) being effected by enforcement of the Interim Security Documents; or
(ii) the Interim Liabilities are repaid in full, the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party, each Obligor (and performance at the cost of the Obligors' Agent) the releases and disposals referred to in full paragraph (b) below.
(b) The releases and other actions referred to in paragraph (a) above are:
(i) any release of any Security Interest created by the Interim Security Documents over that asset; and
(ii) if that asset comprises all of the shares in the capital of any Group Company (or any direct or indirect holding company of any Group Company):
(A) a release of that Group Company and its respective Subsidiaries from all present and future liabilities under the Interim Finance Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents by way of contribution or indemnity) and a release 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 Interests granted by that Group Company and its Subsidiaries under the Security. In additionInterim Security Documents; or
(B) in respect of a disposal under paragraph (a)(i) above only, 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 disposal of all the Special Collateral combined remains unchanged or increases. If any Liens are permitted to be placed over any part of the assets present and future liabilities of that Group Company and its respective Subsidiaries under the Interim Finance Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents by way of contribution or property indemnity) owed by that Group Company and its respective Subsidiaries.
(c) In the case of paragraph (a) above, the net cash proceeds of the Borrower or any disposal must be applied in accordance with Clause 11.7 (Application of its Subsidiaries proceeds).
(whether in priority d) If the Majority Interim Lenders instruct the Interim Security Agent to effect any of the Security releases or otherwisedisposals in circumstances permitted under paragraph (b) pursuant to above, each Interim Finance Party, the provisions of this Agreement, or otherwise relevant Obligor must promptly execute (at the direction or with the consent cost of the Lenders, Obligors' Agent) any document which is reasonably required to achieve that release or disposal. Each Obligor irrevocably authorises the Lenders shall, at the request of the Borrower, will, and will cause the Interim Security Agent to, provide to promptly execute any such assurances, confirmations, postponements and subordinations respecting such assets and property and document. Any release will not affect the Security as obligations of any other Group Company under the Borrower may reasonably request in the circumstancesInterim Finance Documents.
Appears in 1 contract
Samples: Commitment Letter
Release of Security. On (a) The Security Interests created by the date relevant Security Documents will be automatically and unconditionally released and discharged:
(1) in the event of a sale or disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or after giving effect to such transaction) the Company, the Affiliate Issuer or a Restricted Subsidiary; provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10, or in connection with any other release of a Restricted Subsidiary from its obligations as a Subsidiary Guarantor permitted under this Indenture;
(2) if such Collateral is the Capital Stock of, or an asset of, a Subsidiary Guarantor or any of its Subsidiaries, in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company, the Affiliate Issuer or a Restricted Subsidiary; provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10; 164
(3) if the applicable Subsidiary or Affiliate Issuer of which such Capital Stock or assets, as applicable, are pledged or assigned is designated as an Unrestricted Subsidiary in compliance with Section 4.07 or released from its Note Guarantee pursuant to an Affiliate Issuer Release, as applicable;
(4) to release and/or re-take any Lien on any Collateral to the extent otherwise permitted by the terms of this Indenture (including, without limitation, as may be permitted by Section 4.17);
(5) following a Default under this Indenture or a default under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Sale;
(6) as described under Article 9 (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, any of the due Notes);
(7) upon the full and final payment and performance in full of all Maturity Amounts Obligations of the Issuer and the Guarantors under this Indenture and the Notes;
(including 8) if such Collateral is Capital Stock of, or an asset of, the Company, the Affiliate Issuer or any Restricted Subsidiary (other than the Capital Stock of the Company and the Issuer); provided that any other Lien on such Collateral that secures the Senior Credit Facility or any Pari Passu Lien Obligation, is simultaneously released;
(9) with respect to any Collateral that is transferred to a Receivables Entity pursuant to a Qualified Receivables Transaction, and with respect to any Securitization Obligation that is transferred, in one or more transactions, to a Receivables Entity;
(10) if the Collateral is Capital Stock of, or an asset of, a Guarantor that is released from its Note Guarantee in accordance with this Indenture; and
(11) as a consequence of the exercise of a Conversion Right or successive Conversion Rights), under both Loans to both Lenders this Agreement shall terminateresult of, 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))connection with, 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 Securityany Solvent Liquidation. In addition, if any asset or property of the Borrower or a Subsidiary thereof is Disposed of as specifically permitted Security Interests created by this Agreementthe Security Documents will be released in accordance with the relevant Security Documents, 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 Group Intercreditor Deed 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 LendersAdditional Intercreditor Deed. In addition, the Lenders Trustee shall, at the request of the BorrowerIssuer upon having provided the Trustee an Officer’s Certificate certifying compliance with this Section 11.03, willrelease the relevant Security Interests pursuant to an appropriate instrument evidencing release upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as provided in Article 8 or Article 12. Upon certification by the Issuer, and will cause the Security Agent to, provide such assurances, confirmations, postponements and subordinations respecting such assets and property Trustee and the Security Trustee shall take all necessary actions, including the granting of releases or waivers under the Group Intercreditor Deed and any Additional Intercreditor Deed, to effectuate any release in accordance with these provisions, subject to customary protections and indemnifications. The Security Trustee and/or Trustee (as applicable) will agree to any release of the Borrower may reasonably request Security Interests created by the 165 Security Documents that is in accordance with this Indenture, the circumstancesSecurity Documents, the Group Intercreditor Deed and any Additional Intercreditor Deed without requiring any consent of the Holders.
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Release of Security. On (a) If:
(i) a disposal to a person or persons outside the date Group of any asset over which a Security Interest has been created by any Interim Security Document is:
(A) being effected at the request of the due payment Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or
(B) being effected by enforcement of the Interim Security Documents; or
(ii) the Interim Liabilities are repaid in full, the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party, Topco and performance each Obligor (and at the cost of the Obligors' Agent) the releases and disposals referred to in full paragraph (b) below.
(b) The releases and other actions referred to in paragraph (a) above are:
(i) any release of any Security Interest created by the Interim Security Documents over that asset; and
(ii) if that asset comprises all of the shares in the capital of any Group Company (or any direct or indirect holding company of any Group Company):
(A) a release of that Group Company and its respective Subsidiaries from all present and future liabilities under the Interim Finance Documents or the Subordinated Shareholder Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents or the Subordinated Shareholder Documents by way of contribution or indemnity) and a release 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 Interests granted by that Group Company and its Subsidiaries under the Security. In additionInterim Security Documents; or
(B) in respect of a disposal under paragraph (a)(i) above only, 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 disposal of all the Special Collateral combined remains unchanged or increases. If any Liens are permitted to be placed over any part of the assets present and future liabilities of that Group Company and its respective Subsidiaries under the Interim Finance Documents or property the Subordinated Shareholder Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents or the Subordinated Shareholder Documents by way of contribution or indemnity) owed by that Group Company and its respective Subsidiaries.
(c) In the case of paragraph (a) above, the net cash proceeds of the Borrower or any disposal must be applied in accordance with Clause 12.7 (Application of its Subsidiaries proceeds).
(whether in priority d) If the Majority Interim Lenders instruct the Interim Security Agent to effect any of the Security releases or otherwisedisposals in circumstances permitted under paragraph (b) pursuant to above, each Interim Finance Party, Topco and the provisions of this Agreement, or otherwise relevant Obligor must promptly execute (at the direction or with the consent cost of the Lenders, Obligors' Agent) any document which is reasonably required to achieve that release or disposal. Each Obligor and Topco irrevocably authorises the Lenders shall, at the request of the Borrower, will, and will cause the Interim Security Agent to, provide to promptly execute any such assurances, confirmations, postponements and subordinations respecting such assets and property and document. Any release will not affect the Security as obligations of any other Group Company under the Borrower may reasonably request in the circumstancesInterim Finance Documents.
Appears in 1 contract
Release of Security. On (a) If a disposal to a person or persons outside the date Group of any asset owned by an Obligor over which security has been created by the Security Documents is:
(i) allowed by the terms of Clause 19.6 (Disposals); or
(ii) being effected at the request of the due payment and performance Majority Lenders in full of all Maturity Amounts (including as a consequence circumstances where any 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 security created by the due payment and performance in full of all ‘Maturity Amounts’ Security Documents has become enforceable; or
(as defined in the Other Lender Loan Agreementiii) (including as a consequence being effected by enforcement of the exercise of a ‘Conversion Right’ or successive ‘Conversion Rights’ (as defined in the Other Lender Loan Agreement))Security Documents, 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 is irrevocably authorised to execute on behalf of each Finance Party and each Obligor (and at the cost of the relevant Obligor) the releases referred to in paragraph (b) below.
(b) The releases referred to in paragraph (a) above are:
(i) any release and discharge, of the security created by the Security and Documents over that asset; and
(ii) if that asset comprises all right, title and interest of the Security Agent and the Lenders shares in the property and assets capital of any Obligor (or any Holding Company of an Obligor) held by members of the Borrower Group, a release of that Obligor and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Obligor under the Finance Documents by way of contribution or indemnity) in its capacity as a Guarantor (but not as the Borrower) under the Finance Documents and a release of all Security Interests granted by that Obligor and its Subsidiaries under the Security. Security Documents.
(i) In additionthe case of subparagraph (a)(i) above, if any asset or property the Net Proceeds of the Borrower or a Subsidiary thereof is Disposed disposal must be applied in accordance with Clause 7 (Prepayment and cancellation).
(ii) In the case of as specifically permitted by this Agreementsubparagraphs (a)(ii) and (iii) above, the Lenders, at the request Net Proceeds of the Borrower, will, and will cause disposal must be applied in accordance with Clause 14.7 (Partial payments).
(d) If the Security Agent tois satisfied that a release is allowed under this Subclause, discharge such asset or property from each Finance Party must execute (at the Security and deliver and re-assign to cost of the Borrower or the applicable Subsidiary (without any representation or warrantyrelevant Obligor) any such asset or property then in the possession of the Lenders or document which is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent provided, however, that (i) the Borrower or one of its Subsidiaries, as the case may be, concurrently with to execute any such discharge document. Any release will not affect the obligations of Specific Collateral any other Obligor 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 circumstancesFinance Documents.
Appears in 1 contract
Samples: Credit Agreement (Merix Corp)
Release of Security. On (a) If:
(i) a disposal to a person or persons outside the date Group of any asset over which security has been created by any Interim Security Document is:
(A) being effected at the request of the due payment Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or
(B) being effected by enforcement of the Interim Security Documents; or
(ii) the Interim Liabilities are irrevocably and performance unconditionally discharged and repaid in full full; or
(iii) there is a disposal of any asset over which security has been created by any Interim Security Document and which is permitted or not prohibited by the Interim Documents (but excluding any disposals specified in sub-paragraph (a)(i) above), the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party and each person which has granted the relevant security (and at the cost of the Company) the releases referred to in paragraph (b) below.
(b) The releases referred to in paragraph (a) above are:
(i) any release of the security created by the Interim Security Documents over that asset; and
(ii) if that asset comprises all of the shares in the capital of any Group Company (or any direct or indirect holding company of any Group Company) held by any other Group Company, a release of that Group Company (or any direct or indirect holding company of any Group Company) and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Group Company under the Interim Documents by way of contribution or indemnity) (but, except in the circumstances referred to in paragraph (a)(i)(A) or (B) above, not as a borrower) under the Interim Documents and a release of all Maturity Amounts Security Interests granted by that Group Company (including as a consequence or any direct or indirect holding company 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 Agreementany Group Company) (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. Interim Security Documents.
(c) In additionthe case of paragraphs (a)(i)(A) and (B) above, if any asset or property the net cash proceeds of the Borrower or disposal must be applied in accordance with Clause 15.9 (Enforcement of Interim Security Documents) above.
(d) If the Interim Security Agent is satisfied that a Subsidiary thereof release is Disposed of as specifically permitted by allowed under this AgreementClause 15.12, the Lenders, each Interim Finance Party must execute (at the request cost of the Borrower, will, and will cause Company) any document which is reasonably required to achieve that release. Each other Interim Finance Party irrevocably authorises the Interim 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) execute any such asset or property then in the possession document. Any release will not affect any other right 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 Interim Finance Parties 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 circumstancesInterim Documents.
Appears in 1 contract
Samples: Interim Facility Agreement
Release of Security. On (a) If a disposal of any Security Asset is made to a third party in the date following circumstances:
(i) the Majority Lenders agree to the disposal;
(ii) the disposal is allowed by the terms 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, Finance Documents and will cause not result or could not reasonably be expected to result in any breach of any term of any Finance Document;
(iii) 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 disposal is Disposed of as specifically permitted by this Agreement, the Lenders, being made at the request of the Borrower, will, and will cause Facility Agent 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, or a prepayment is made pursuant to Clauses 6.3 (Removal of a Vessel), 6.5 (Mandatory prepayment – Sale, Total Loss or non delivery of a Vessel) or 6.7 (Voluntary prepayment) and, in any such case, the Facility Agent tois satisfied that the relevant Loan will be prepaid in full in accordance with Clause 6.3 (Removal of a Vessel) or 6.5(a)(i) (Mandatory prepayment – Sale, discharge such Total Loss or non delivery of a Vessel) as applicable at the time of the disposal or prepayment, the asset being disposed of or property to which the prepayment relates will be released from any security over it created by a Security Document. However, the Security proceeds of any disposal or prepayment (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).
(b) Following the Final Maturity Date, if the Loans and deliver any other sums due and re-assign payable under any Finance Document have been irrevocably and unconditionally repaid in full to the Borrower or the applicable Subsidiary (without any representation or warranty) any such asset or property then in the possession satisfaction of the Lenders or Finance Parties, then the relevant Mortgage and any other Security Interest shall be released.
(c) If the Facility Agent provided, however, is satisfied that (i) the Borrower or one of its Subsidiaries, as the case may be, concurrently with any such discharge of Specific Collateral a release is allowed 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 LendersSubclause, the Lenders shall, Facility Agent must execute (at the request and expense of the Borrower, will, and will cause ) any document which is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Facility Agent to, provide to execute any such assurances, confirmations, postponements and subordinations respecting such assets and property and the Security as the Borrower may reasonably request in the circumstancesdocument.
Appears in 1 contract