Termination; Certificate of Release Clause Samples
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Termination; Certificate of Release. (a) (i) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all outstanding Secured Obligations (other than Secured Obligations in respect of Secured Hedge Agreements or Cash Management Obligations not yet due and payable (to the extent permitted by the terms thereof) and contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.
(b) In connection with any termination pursuant to preceding paragraph (a), the Collateral Agent shall promptly execute and deliver to the Grantor, at the Grantor's expense, all documents that the Grantor shall reasonably request to evidence such termination. Any execution and delivery of documents pursuant to this Section 5.03 shall be without recourse to or warranty by the Collateral Agent and the Account Custodian.
(c) At any time that the Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (b), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer's certificate certifying that the release of the respective Account Proceeds or Collateral is permitted pursuant to paragraph (a) or (b). Neither the Collateral Agent nor the Account Custodian shall have any liability whatsoever to any Secured Party as the result of any release of Account Proceeds or Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section
(d) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitt...
Termination; Certificate of Release. (a) Upon the earlier of (x) the release of all Account Proceeds as provided in Article 5 hereof and (y) the occurrence of the Termination Date (as defined in the US Security Agreement), (i) this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8 hereof shall survive any such termination) and (ii) the Collateral Agent, at the expense of the Assignor, will (A) execute and deliver to the Assignor a proper instrument or instruments acknowledging the termination of this Agreement and (B) in the case of clause (y) above, direct the Account Custodian to transfer any remaining funds on deposit in the Account to the Assignor. Any transfer and release of the Account Proceeds by the Collateral Agent pursuant to this Section
Termination; Certificate of Release. (a) Upon the earlier to occur of (x) the release of all Account Proceeds as provided in Article 5 hereof and (y) the repayment in full of all Obligations (other than unasserted contingent indemnification obligations not yet due and payable), the termination of all Commitments and termination or cancellation of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and the Issuing Bank), (i) this Agreement and any security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Article 8 hereof shall survive any such termination), and (ii) the Collateral Agent, at the expense of the Assignor, will (x) at the Assignor’s request, execute and deliver to the Assignor a proper instrument or instruments acknowledging the termination of this Agreement and (y) direct the Account Custodian to transfer any remaining funds on deposit in the Cash Collateral Account to the Assignor. Any transfer and release of the Account Proceeds (or the Collateral) by the Collateral Agent pursuant to this Section 5.03 shall be made without recourse, representation or warranty.
(b) At any time that the Assignor desires that the Account Proceeds be released as provided in the foregoing Section 5.03(a), it shall deliver to the Collateral Agent a certificate of a Responsible Officer of the Assignor certifying that the release of the Account Proceeds is permitted pursuant to such Section 5.03(a). The Collateral Agent shall have no liability whatsoever to any Secured Party or Second Lien Secured Party as the result of any release of Account Proceeds by it as permitted (or which the Collateral Agent in the absence of gross negligence, bad faith or willful misconduct believes to be permitted) by this Section 5.03.