Common use of Termination of Security Agreement Clause in Contracts

Termination of Security Agreement. (a) Upon (or at any time after) payment in full of the principal amount of, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates and provided that (i) the Commitments shall have terminated and (ii) there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or outstanding Secured Obligations, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release; provided, however, that this Security Agreement shall earlier terminate and this Security Agreement shall be of no further force or effect upon any sale or other final disposition by Security Agent of all property constituting part of the Collateral and the final distribution by Security Agent of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Security Agreement shall continue in full force and effect in accordance with the terms hereof. (b) In addition, upon (or at any time after) payment in full of principal amount of, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates of a Series and provided that there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstanding, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release.

Termination of Security Agreement. (a) Upon (or at any time after) payment in full of the principal amount ofof Drawings made under, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates and provided that (i) the Commitments shall have terminated and (ii) there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or outstanding Secured Obligationsotherwise secured hereby, Security Agent shall shall, at Borrower’s expense, execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral from the Lien of this Security Agreement, Agreement and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release; provided, however, that this Security Agreement shall earlier terminate and this Security Agreement shall be of no further force or effect upon any sale or other final disposition by Security Agent of all property constituting part of the Collateral and the final distribution by Security Agent of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Security Agreement shall continue in full force and effect in accordance with the terms hereof. (b) In addition, upon (or at any time after) payment in full of principal amount ofof Drawings made under, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates of a Series Drawings related to an Aircraft and provided that there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstandingDrawings, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series Drawings from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release.

Termination of Security Agreement. (a) Upon Except to the extent amounts are at the time due and payable under this Agreement or the Loan Agreement to the Security Trustee or to any Lender, upon (or at any time after) the payment in full of the principal amount of, interest on and Break Breakage Costs, if any, Swap Breakage Loss, if any (in the case only of any Fixed Rate Loans), Prepayment Fee, if any, and interest on, all Notes and all other amounts due underowing under any Basic Agreement, or otherwise due to the Lenders ofSecurity Trustee shall, all Loan Certificates and provided that (i) upon the Commitments shall have terminated and (ii) there shall then be no other amounts due to written request of the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or outstanding Secured ObligationsCompany, Security Agent shall execute and deliver to to, or as directed in writing by Borrower by, and at the expense of, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid Agreement and, at Borrower’s expensein such event, will execute this Security Agreement and deliver such other instruments the trusts created thereby shall terminate and this Security Agreement shall be of no further force or documents as may be reasonably requested by Borrower to give effect to such releaseeffect; provided, however, that if a Material Default under a Related Loan Agreement or an Event of Default under clause (l) of Section 6.1 of the Loan Agreement has occurred and is continuing, no such instrument shall be delivered and the Aircraft and the balance of the Collateral shall remain subject to the Lien of this Security Agreement, which shall remain in full force and effect (unless and until either (1) the event giving rise to such Material Default or Event of Default is no longer continuing (including by way of waiver or cure) or (2) each security trustee under each Related Loan Agreement that has given rise to such Material Default or Event of Default has received the payment in full of the principal of, Breakage Costs, if any, Swap Breakage Loss, if any (in the case only of any Fixed Rate Loans), Prepayment Fee, if any, and interest on, all Related Notes and all other amounts owing under any Related Basic Agreement applicable to such Related Loan Agreement to any Related Lender thereunder); provided, further, that this Security Agreement and the trusts created hereby shall earlier terminate and this Security Agreement shall be of no further force or effect upon any sale or other final disposition by the Security Agent Trustee of all property constituting part of the Collateral and the final distribution by the Security Agent Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Security Agreement shall continue in full force and effect in accordance with the terms hereof. (b) In addition, upon (or at any time after) payment in full of principal amount of, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates of a Series and provided that there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstanding, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release.

Termination of Security Agreement. (a) Upon (or at any time after) payment in full of the principal amount of, and interest on and Break Loss, if any, and all other amounts due under, or otherwise due to under the Lenders of, all Loan Certificates Note and provided that (i) the Commitments shall have terminated and (ii) there shall then be no other amounts Secured Obligations due to the Lenders Lender and the Security Agent Trustee hereunder or under the Credit Participation Agreement or the other Operative Agreements or outstanding Secured ObligationsAgreement, the Debtor shall direct the Security Agent shall Trustee to execute and deliver to or as directed in writing by Borrower the Debtor an appropriate instrument releasing releasing, without recourse or warranty, the Collateral Aircraft and the Engines from the Lien of this Security Agreement and releasing, without recourse or warranty, the Lease, the Purchase Agreement, the Purchase Agreement Assignment and other Collateral from the assignment and pledge thereof hereunder and the Security Agent Trustee shall execute and deliver such instrument as aforesaid and give written notice thereof to Lessee and, at Borrower’s expensein such event, will execute this Security Agreement and deliver such other instruments the trusts created hereby shall terminate and this Security Agreement shall be of no further force or documents as may be reasonably requested by Borrower to give effect to such releaseeffect; providedPROVIDED, howeverHOWEVER, that this Security Agreement and the trusts created hereby shall earlier terminate and this Security Agreement shall be of no further force or effect upon any sale or other final disposition by the Security Agent Trustee of all property constituting part of the Collateral and the final distribution by the Security Agent Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Security Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. (b) In addition, upon (or at any time after) payment in full . The Security Trustee may rely on a certificate of principal amount of, interest on and Break Loss, if any, and the Lender that all other amounts due under, or otherwise due required by this Section to be paid to the Lenders of, all Loan Certificates of Lender as a Series and provided that there shall then be no other amounts due condition to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby termination hereof have in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstanding, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such releasefact been paid.

Termination of Security Agreement. (a) Upon Except to the extent amounts are at the time due and payable under this Agreement or the Loan Agreement to the Security Trustee or to any Lender, upon (or at any time after) the payment in full of the principal amount of, interest on and Break Breakage Costs, if any, Liquidity Breakage, if any, Swap Breakage Loss, if any (in the case only of any Fixed Rate Loans), Prepayment Fee, if any, and interest on, all Notes and all other amounts due underowing under any Basic Agreement, or otherwise due to the Lenders ofSecurity Trustee shall, all Loan Certificates and provided that (i) upon the Commitments shall have terminated and (ii) there shall then be no other amounts due to written request of the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or outstanding Secured ObligationsCompany, Security Agent shall execute and deliver to to, or as directed in writing by Borrower by, and at the expense of, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid Agreement and, at Borrower’s expensein such event, will execute this Security Agreement and deliver such other instruments the trusts created thereby shall terminate and this Security Agreement shall be of no further force or documents as may be reasonably requested by Borrower to give effect to such releaseeffect; provided, however, that if a Material Default under a Related Loan Agreement or an Event of Default under clause (m) of Section 6.1 of the Loan Agreement has occurred and is continuing, no such instrument shall be delivered and the Aircraft and the balance of the Collateral shall remain subject to the Lien of this Security Agreement, which shall remain in full force and effect (unless and until either (1) the event giving rise to such Material Default or Event of Default is no longer continuing (including by way of waiver or cure) or (2) each security trustee under each Related Loan Agreement that has given rise to such Material Default or Event of Default has received the payment in full of the principal of, Breakage Costs, if any, Liquidity Breakage, if any, Swap Breakage Loss, if any (in the case only of any Fixed Rate Loans), Prepayment Fee, if any, and interest on, all Related Notes and all other amounts owing under any Related Basic Agreement applicable to such Related Loan Agreement to any Related Lender thereunder); provided, further, that this Security Agreement and the trusts created hereby shall earlier terminate and this Security Agreement shall be of no further force or effect upon any sale or other final disposition by the Security Agent Trustee of all property constituting part of the Collateral and the final distribution by the Security Agent Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Security Agreement shall continue in full force hereof and effect in accordance with the terms hereof. (b) In additionof the Intercreditor Agreement. Unless the acceleration of the Loans has occurred, upon (no payment or at distribution to, or consent from, any time after) Other Junior Lender shall be required for the release of any Lien under any Basic Agreement. Upon payment in full of principal amount ofthe Other Junior Loans, interest on and Break Loss, if anythe Other Junior Lenders will have no further rights hereunder, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates of a Series and provided that there shall then any Lien securing such Other Junior Loans should be no other amounts due to the Lenders and automatically released. Aircraft Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstanding, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release.(N●) 24093720v16

Termination of Security Agreement. (a) Upon (or at any time after) payment in full of all Secured Obligations and termination of all Commitments in accordance with the principal amount ofCredit Agreement, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates and provided that (i) Instructing Group shall direct the Commitments shall have terminated and (ii) there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or outstanding Secured Obligations, Security Agent shall to execute and deliver to or as directed requested in writing by the Borrower an the appropriate instrument instruments releasing the Collateral Vessels from the Lien of this Security AgreementAgreement and the other Security Documents and releasing the Collateral Documents from the assignment and/or pledge thereof hereunder, and the Security Agent shall execute and deliver such instrument instruments as aforesaid and, at the Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Borrower to give effect to such release; provided, however, that this Security Agreement shall earlier terminate and this Security Agreement shall be of no further force or effect upon any sale or other final disposition by the Security Agent of all property constituting part of the Collateral and the final distribution by the Security Agent of all monies or other property or proceeds Proceeds constituting part of the Collateral in accordance with the terms hereof. Further, in the event a Vessel is sold pursuant to and in accordance with Section 7.2.7 of the Credit Agreement, upon receipt by the Security Agent of the purchase price therefor, each of the Instructing Group and the Manager shall direct the Security Agent to execute and deliver to or as requested in writing by the Manager (a) if such Vessel is subject to a Mortgage, an appropriate release of Mortgage releasing such Vessel from the Lien of such Mortgage and (b) an appropriate instrument releasing such Vessel and, if the Membership Interest in such Obligor is part of such sale, such Obligor from the Lien of this Security Agreement and releasing the Collateral Documents pertaining solely thereto, including the applicable Charter, Assignment of Charter and Assignment of Insurances, from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such release and instruments as aforesaid. In the event that any Hedging Agreement is transferred to any Person that is not an Obligor (in accordance with the Operative Agreements), such Hedging Agreement shall be released from the Lien of this Security Agreement and, if requested by the Borrower (and at the Borrower’s expense), the Security Agent shall execute a release with respect thereto (in form and substance satisfactory to the Administrative Agent). Except as aforesaid otherwise provided, this Security Agreement shall continue in full force and effect in accordance with the terms hereof. (b) In addition, upon (or at any time after) payment in full of principal amount of, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates of a Series and provided that there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstanding, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release.

Termination of Security Agreement. (a) Upon (or at any time after) payment in full of the principal amount ofof and interest on, interest on and Break Loss, Prepayment Fee (if any) and LIBOR Breakage Costs (if any), and all other amounts due underunder all Notes and the payment and performance in full of all other Secured Obligations then due and, if a Potential Default or otherwise due to the Lenders of, all Loan Certificates and provided that (i) the Commitments an Event of Default shall have terminated occurred and (ii) there shall be continuing, payment in full of the Other Secured Obligations then be no other amounts due to and unpaid, the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or outstanding Secured Obligations, Security Agent shall execute and deliver to or as directed in writing by the Borrower an appropriate instrument releasing the Collateral Aircraft and the Estate from the Lien of this Security Agreement, and the Security Agent shall execute and deliver such instrument as aforesaid and, at the Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Borrower to give effect to such release; provided, however, that this Security Agreement and the trusts created hereby shall earlier terminate and this Security Agreement shall be of no further force or effect and the rights of the Lenders and the Security Agent shall terminate (and the Security Agent shall release, by an appropriate instrument, the Estate and the Aircraft from the Lien of this Security Agreement) upon any sale or other final disposition by the Security Agent of all property constituting part of the Collateral Estate and the final distribution by the Security Agent of all monies or other property or proceeds constituting part of the Collateral Estate in accordance with the terms hereof. In addition, in connection with the release of the Lien of this Security Agreement, if an international interest in favor of the Security Agent with respect to the Airframe and any Engine subject to the Security Agreement shall have been registered with the International Registry, the Security Agent shall discharge or consent in writing to the discharge of such registration. Except as aforesaid otherwise provided, this Security Agreement and the security interests created hereby shall continue in full force and effect in accordance with the terms hereof. (b) In addition, upon (or at any time after) payment in full of principal amount of, interest on and Break Loss, if any, and all other amounts due under, or otherwise due to the Lenders of, all Loan Certificates of a Series and provided that there shall then be no other amounts due to the Lenders and Security Agent hereunder or under the Credit Agreement or the other Operative Agreements or otherwise secured hereby in respect of such Series of Loan Certificates and no Event of Default has occurred and is continuing and no Commitments remain outstanding, Security Agent shall execute and deliver to or as directed in writing by Borrower an appropriate instrument releasing the Collateral to the extent it relates to the Aircraft relating to such Series from the Lien of this Security Agreement, and Security Agent shall execute and deliver such instrument as aforesaid and, at Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by Borrower to give effect to such release.