Common use of Delivery of Termination Statements, Releases, etc Clause in Contracts

Delivery of Termination Statements, Releases, etc. On the Facility Maturity Date, the Collateral Agent, on behalf of the Secured Parties, will release the security interest in the Collateral created hereby, which release shall occur simultaneously with receipt in the Collection Account of the payoff amount specified in a payoff letter signed by the Administrative Agent. Upon request of the Borrower to the Collateral Agent and to the Administrative Agent, the Collateral Agent shall promptly provide to the Borrower and the Administrative Agent a computation of all amounts owing to the Collateral Agent as of the anticipated Collection Date and the Administrative Agent shall promptly provide to the Borrower, with a copy to the Collateral Agent, a computation of all amounts owing to the Administrative Agent and the Lenders as of the anticipated Facility Maturity Date. Upon payment in full of all of the Obligations (other than unmatured contingent indemnification obligations) and the termination of this Agreement, the Collateral Agent shall (i) deliver to the Borrower termination statements, reconveyances, releases and other documents the Borrower reasonably requests or reasonably deems necessary or appropriate to evidence the termination of the Grant and other Liens securing the Obligations, all at the expense of the Borrower (ii) deliver the Collateral in its possession to or at the direction of the Borrower or the Servicer (on behalf of the Borrower) and (iii) otherwise take such actions as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the Collateral (including, without limitation, delivering a termination notice in respect of the Account Agreement). At the same time as any Loan Asset, Permitted Investment or Equity Security is transferred to a Tax Subsidiary, and upon written direction by the Servicer, which shall be accompanied by a certificate of the Servicer in form satisfactory to the Collateral Agent and on which the Collateral Agent may rely certifying and confirming that all conditions precedent applicable to such action hereunder have been satisfied and complied with (including, without limitation, the requirements hereinafter described in clauses (i), and (ii)), the Collateral Agent, as agent for the Secured Parties, will promptly release its Lien on all or the relevant portion of the Collateral and deliver it to such Tax Subsidiary after each of (i) delivery to the Collection Account of an instrument or instruments representing 100% of the equity interests of such Tax Subsidiary (or delivery of evidence that (x) 100% of the interests in such Tax Subsidiary are uncertificated and (y) the Borrower is the owner of 100% of the uncertificated interests in such Tax Subsidiary) and (ii) receipt of written direction from the Borrower to release such Lien.

Delivery of Termination Statements, Releases, etc. On the Facility Maturity Date, the Collateral Agent, on behalf of the Secured Parties, will release the security interest in the Collateral created hereby, which release shall occur simultaneously with receipt in the Collection Account of the payoff amount specified in a payoff letter signed by the Administrative Agent. Upon request of the Borrower to the Collateral Agent and to the Administrative Agent, the Collateral Agent shall promptly provide to the Borrower and the Administrative Agent a computation of all amounts owing to the Collateral Agent as of the anticipated Collection Date and the Administrative Agent shall promptly provide to the Borrower, with a copy to the Collateral Agent, a computation of all amounts owing to the Administrative Agent and the Lenders as of the anticipated Facility Maturity Date. Upon payment in full of all of the Obligations (other than unmatured contingent indemnification obligations) and the termination of this Agreement, the Collateral Agent shall (i) deliver to the Borrower termination statements, reconveyances, releases and other documents the Borrower reasonably requests or reasonably deems necessary or appropriate to evidence the termination of the Grant and other Liens securing the Obligations, all at the expense of the Borrower (ii) deliver the Collateral in its possession to or at the direction of the Borrower or the Servicer (on behalf of the Borrower) and (iii) otherwise take USActive 55125247.5 186 such actions as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the Collateral (including, without limitation, delivering a termination notice in respect of the Account Agreement). At the same time as any Loan Asset, Permitted Investment or Equity Security is transferred to a Tax Subsidiary, and upon written direction by the Servicer, which shall be accompanied by a certificate of the Servicer in form satisfactory to the Collateral Agent and on which the Collateral Agent may rely certifying and confirming that all conditions precedent applicable to such action hereunder have been satisfied and complied with (including, without limitation, the requirements hereinafter described in clauses (i), and (ii)), the Collateral Agent, as agent for the Secured Parties, will promptly release its Lien on all or the relevant portion of the Collateral and deliver it to such Tax Subsidiary after each of (i) delivery to the Collection Account of an instrument or instruments representing 100% of the equity interests of such Tax Subsidiary (or delivery of evidence that (x) 100% of the interests in such Tax Subsidiary are uncertificated and (y) the Borrower is the owner of 100% of the uncertificated interests in such Tax Subsidiary) and (ii) receipt of written direction from the Borrower to release such Lien.