Release of Shared Collateral Sample Clauses

Release of Shared Collateral. (a) Subject to subsections (b), (c) and (d) of this Section 10.09, Shared Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. In addition, upon the request of the Company pursuant to an Officer’s Certificate certifying that all conditions precedent hereunder have been met and stating whether or not such release is in connection with an Asset Sale and (at the sole cost and expense of the Company) the Collateral Trustee will release Shared Collateral that is sold, conveyed or disposed of in compliance with the provisions of this Indenture; provided that if such sale, conveyance or disposition constitutes an Asset Sale, the Company will apply the Net Proceeds in accordance with Section 4.10 hereof. Upon receipt of such Officer’s Certificate the Collateral Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Shared Collateral permitted to be released pursuant to this Indenture or the Security Documents. (b) No Shared Collateral may be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless the certificate required by this Section 10.09 has been delivered to the Collateral Trustee; provided, that no such certificate shall be required in connection with any sale, transfer or other disposition of Shared Collateral if such sale, transfer or other disposition does not constitute an Asset Sale or is otherwise expressly permitted by the terms of any Security Document and such Security Document does not require delivery of such certificate and no instrument of release or other action of the Collateral Trustee is required in connection with such release. (c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Trustee, no release of Shared Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders of Notes. (d) The release of any Shared Collateral from the terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions ...

Release of Shared Collateral. Each of the US Security Trustee and the ---------------------------- UK Security Trustee is authorized and directed to release security interests and liens in Shared Collateral where expressly permitted by the provisions of both the US Credit Agreement and the UK Credit Agreement without any further lender or agent consent and/or upon the direction not of the Majority Creditors, but instead of the US Banks and the UK Banks having at least 66?% of the sum of the US Commitment (or if the US Commitments have terminated, the principal (including letter of credit usage) amount of the outstanding of US Obligations) and UK Commitments (or if the UK Commitments have terminated, the principal (including letter of credit) amount of the outstanding UK Obligations) provided that the release applies to the interests of both the UK Lender Group and the US Lender Group in such collateral. The UK Agent, US Agent, the US Security Trustee and the UK Security Trustee agree to release security interests and liens in Shared Collateral upon the direction of the US Banks and the UK Banks having at least 66?% of the sum of the US Commitments (or if the US Commitments have terminated, the principal (including letter of credit usage) amount of the outstanding of US Obligations) and UK Commitments (or if the UK Commitments have terminated, the principal (including letter of credit) amount of the outstanding UK Obligations) provided that the release applies to the interests of both the UK Lender Group and the US Lender Group in such collateral. Consistent with, but not in limitation of, the foregoing, the Majority Creditors are not empowered by the provisions of this Intercreditor Agreement to authorize the release of the interests of only the UK Lender Group in any Shared Collateral.

Release of Shared Collateral. Creditors agree that either Creditor may release or refrain from enforcing its security interest in the Shared Collateral or any portion thereof. without incurring any liability to the other Creditor by doing so.

Release of Shared Collateral. Subject to the provisions of Section 38 ---------------------------- hereof, none of the Post-Petition Agent, the Post-Petition Collateral Agent or the Post-Petition Lenders shall be entitled in any manner to release or direct or cause the release of any of the security interests and liens in the Shared Collateral securing the repayment of the US Obligations or the UK Obligations (as the case may be) and none of the US Banks, the UK Banks, the Security Trustees, the UK Agent, or the US Agent shall be entitled to release or direct the release of any of the security interests and liens in the Shared Collateral securing the repayment of the Post-Petition Obligations. The release by the Post-Petition Collateral Agents of any security interests and liens in the Shared Collateral shall be governed exclusively by the provisions of the Post-Petition Credit Agreement and any orders entered by the courts having jurisdiction of the Existing Bermuda Insolvency Proceeding and Existing U.S.

Release of Shared Collateral. Upon termination of the Commitments and repayment in full of the Liabilities, the Lien of the Administrative Agent on the Collateral shall be released by the Administrative Agent, and such release shall automatically constitute a release of any Lien on such Collateral in favor of the holders of the Senior Notes. Subject to Section 15.1, at the direction of the Required Banks, the Administrative Agent shall release its Lien with respect to any of the Collateral as so directed by such Banks, and such release shall automatically constitute a release of any Lien on such Collateral in favor of the holders of the Senior Notes.

Release of Shared Collateral. Except as otherwise provided in Section 5.03 with respect to this Agreement, the Collateral Agent may consent to the termination of any Pledge Agreement and the Liens thereunder or the release of any Shared Collateral under any Pledge Agreement, (a) so long as no Actionable Default shall have occurred and be continuing, with the prior consent of each Administrative Agent (each acting with the consent of the Amended and Restated Intercreditor and Collateral Agency Agreement requisite Lenders under the respective Credit Agreements) (but not otherwise) and (b) at any time after and during the continuance of an Actionable Default, with the prior consent of all of the Debt Holders (but not otherwise); provided that, notwithstanding the foregoing, so long as no Actionable Default shall have occurred and be continuing, the Collateral Agent may (and is hereby authorized by each Secured Party to) consent to the termination of the Liens under any Pledge Agreement covering, or the release of any Shared Collateral under any Pledge Agreement consisting of, (i) property that is the subject of either a disposition permitted under the Debt Agreements or a disposition to which the requisite Debt Holders have consented under the respective Debt Agreements or (ii) shares of non-voting Capital Stock of a Foreign Subsidiary of the Borrower if the continuation of the pledge of such shares could have adverse tax consequences for the Borrower.

Related to Release of Shared Collateral

Release of Collateral Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.
Retention of Collateral In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.
Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.
Certain After-Acquired Collateral Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property or Letter-of-Credit Rights and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.
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.
After-Acquired Collateral (a) Unless otherwise directed by an Act of Required Debtholders pursuant to the Guarantee and Collateral Agreement, with respect to any property acquired after the date of this Indenture by the Company or any Grantor (other than any property described in clauses (b)-(d) of this Section 4.15) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Company and each applicable Grantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property; and (2) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the date of this Indenture by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 60 days after the creation or acquisition thereof, unless otherwise directed by an Act of Required Debtholders, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (2) if requested by the Collateral Agent, provide the Secured Parties with (A) either (i) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (ii) where an amendment to an existing Mortgage has been delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (1) and (2) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed by an Act of Required Debtholders, within 60 days of the creation or acquisition thereof the Company and each applicable Guarantor shall: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Guarantor, (2) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, (3) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments, and (4) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the date of this Indenture by the Company or any Guarantor, unless otherwise directed by an Act or Required Debtholders, the Company and each applicable Guarantor shall promptly: (1) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or such Guarantor (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (2) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Guarantor, and take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (3) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
Compromises and Collection of Collateral The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.
Release of Pledged Collateral The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.
Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02
Condition of Collateral Secured Party has no obligation to repair, clean-up or otherwise prepare the Collateral for sale.

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