Termination; Releases. (a) Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement and the other Loan Documents shall automatically terminate and be of no further force and effect (other than the provisions hereof that by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person.
(b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above.
(c) Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, ...
Termination; Releases. (i) Upon termination of the Commitments of the Lenders, surrender of all Letters of Credit, termination of all Swap Contracts, termination of all FX/Cash Management Agreements and payment and performance in full of all Secured Obligations (other than inchoate indemnity obligations), the security interests granted under this Agreement shall terminate and the Administrative Agent shall promptly execute and deliver to each Grantor such documents and instruments reasonably requested by such Grantor as shall be necessary to evidence termination of all security interests given by any Grantor to the Administrative Agent hereunder. (ii) Concurrently with any permitted disposition of Collateral under the Loan Documents, the security interest hereunder shall automatically be released from the Collateral so disposed of; provided, however, that the security interest shall continue in the Proceeds thereof. Upon satisfaction of all conditions precedent to any permitted disposition set forth herein or in the other Loan Documents, the Administrative Agent shall execute and deliver any releases or other documents reasonably requested by the relevant Grantor to accomplish or confirm the release of Collateral provided by this Section. Any such release shall specifically describe the portion of the Collateral to be released, shall be expressed to be unconditional and shall be without recourse or warranty (other than a warranty that the Administrative Agent has not assigned its rights and interests to any other Person).
Termination; Releases. (a) This Pledge Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Indebtedness outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Indebtedness has been paid and performed in full and no commitments of the Administrative Agent or the Secured Parties which would give rise to any Indebtedness are outstanding (other than contingent indemnification obligations).
(b) In connection with any of the foregoing, the Administrative Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all UCC termination statements and similar documents that the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 8.12(b) shall be without recourse to or warranty by the Administrative Agent.
Termination; Releases. Upon the termination of the Commitments of the Lenders, the surrender of any Letters of Credit issued for the account of Grantor under the Credit Agreement and payment and performance in full of all Secured Obligations, the security interests granted under this Agreement shall terminate and the Collateral Agent and all Credit Agents shall promptly execute and deliver to Grantor such documents and instruments reasonably requested by Grantor as shall be necessary to evidence termination of all security interests given by Grantor to the Collateral Agent hereunder; provided, however, that the obligations of Grantor under Section 14 shall survive such termination.
Termination; Releases. Upon the Security Termination, the Secured Party shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.12 shall be without recourse to or warranty by the Secured Party and shall be at the expense of the Debtors. EXECUTED as of the date first above written. Debtor(s): TRANSCOASTAL CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: CEO MELODY BUSINESS FINANCE, LLC, as Secured Party By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory TransCoastal Corporation Delaware 00-000-0000 0000 Xxxxxxx Xxxxx, Xxxxxx, XX 00000 0000 Xxxxxxx Xxxxx, Xxx 00, Xxxxxx, XX 00000
Termination; Releases. (i) Upon the termination of the Commitment of the Lender, and payment and performance in full of all Secured Obligations, the security interests granted under this Agreement shall terminate and the Lender shall promptly execute and deliver to each Grantor such documents and instruments reasonably requested by such Grantor as shall be necessary to evidence termination of all security interests given by any Grantor to the Lender hereunder. (ii) Concurrently with any permitted disposition of Collateral under the Loan Documents, the security interest hereunder shall automatically be released from the Collateral so disposed of; provided, however, that the security interest shall continue in the Proceeds thereof. Upon satisfaction to all conditions precedent to any permitted disposition set forth herein or in the other Loan Documents, the Lender shall execute and deliver any releases or other documents reasonably requested by the relevant Grantor to accomplish or confirm the release of Collateral provided by this Section. Any such release shall specifically describe the portion of the Collateral to be released, shall be expressed to be unconditional and shall be without recourse or warranty (other than a warranty that the Lender has not assigned its rights and interests to any other Person).
Termination; Releases. (i) (i) Upon the termination of the Commitments of the Lenders the surrender of any Letters of Credit issued for the account of any Grantor under the Credit Agreement, termination of all Specified Swap Contracts and payment and performance in full of all Secured Obligations, the security interests granted under this Agreement shall terminate and the Administrative Agent shall promptly execute and deliver to each Grantor such documents and instruments reasonably requested by such Grantor as shall be necessary to evidence termination of all security interests given by any Grantor to the Administrative Agent hereunder; (ii) Concurrently with any permitted disposition of Collateral under the Loan Documents, the security interest hereunder shall automatically be released from the Collateral so disposed of; provided, however, that the security interest shall continue in the Proceeds thereof. Upon satisfaction of all conditions precedent to any permitted disposition set forth herein or in the other Loan Documents, the Administrative Agent shall execute and deliver any releases or other documents reasonably requested by the relevant Grantor to accomplish or confirm the release of
Termination; Releases. (a) This Security Agreement shall continue in effect until all of the Obligations have been paid and performed in full.
(b) Borrower shall automatically be released from its obligations hereunder and the security interest granted hereby in the Collateral of Borrower shall be automatically released in the event that all the Equity Interests in Borrower shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of Borrower; provided that, to the extent required by the Subscription Agreement, the Majority Holders shall have consented to such sale, transfer or other disposition. If any of the Collateral shall be sold, transferred or otherwise disposed of by Borrower in a transaction permitted by the Subscription Agreement the security interest created hereby in any Collateral that is so sold, transferred or otherwise disposed of shall automatically terminate and be released upon the closing of such sale, transfer or other disposition, and such Collateral shall be sold free and clear of the Lien and security interest created hereby; provided however, that such security interest will continue to attach to all proceeds of such sales or other dispositions. In connection with any of the foregoing, the Collateral Agent shall execute and deliver to Borrower or Borrower’s designee, at Borrower’s expense, all UCC termination statements and similar documents that Borrower shall reasonably request from time to time to evidence such termination.
Termination; Releases. When all the Secured Obligations have been paid in full and the Commitments of the Banks to make any Loan or to issue any Letter of Credit under the Credit Agreement have expired, this Agreement shall terminate. Upon termination of this Agreement or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of any Pledgor, forthwith assign, transfer and deliver to such Pledgor, against receipt and without recourse to or warranty by Collateral Agent, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper instruments (including, without limitation, Uniform Commercial Code termination statements on Form UCC-3) acknowledging the termination of this Agreement or the release of such Pledged Collateral, as the case may be.
Termination; Releases. (a) This Security Agreement shall not terminate until the indefeasible payment in full of all Secured Obligations and the termination of the Indenture.
(b) Subject to the Intercreditor Agreement, so long as (i) no Default or Event of Default then exists and would not occur as a result of any such transaction, and (ii) such transaction is not otherwise prohibited by the Indenture, any Debtor may sell or otherwise dispose of any portion of its Collateral in an arms-length transaction and the Secured Party at the request and sole expense of such Debtor, shall execute and deliver to such Debtor such releases and other documents reasonably necessary to release the Secured Party’s Lien on such Collateral.
