Collateral Release. (a) Subject to Section 10.5(b), following the occurrence of a Release Event in which the Revolving Credit Agent acts as “Priority Lien Agent”, upon the request of the Revolving Credit Agent with respect to the Collateral identified in such request (which request shall include copies of all documentation (including purchase agreements and any other relevant supporting documentation) related to such sale or disposition, the Term Loan Agent on behalf of the Term Loan Lenders shall: (i) release, discharge or otherwise terminate its Liens on such Collateral, to the extent such Collateral is to be sold or otherwise disposed of either by (A) the Revolving Credit Agent, its agents or with the consent of the Revolving Credit Agent, or (B) any Credit Party or its agents in accordance with the Revolving Credit Agreement; (ii) deliver such release documents as the Revolving Credit Agent may reasonably require in connection therewith; provided that if the closing of the sale or disposition of such Collateral is not consummated within ten (10) days of receipt by the Revolving Credit Agent of such release documents from the Term Loan Agent, the Revolving Credit Agent shall promptly return all such release documents to the Term Loan Agent; and (iii) be deemed to have consented under the Term Loan Agreement to such sale or other disposition; provided that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten (10) days of receipt by the Revolving Credit Agent of the relevant release, discharge and Lien termination documents from the Term Loan Agent. Subject to Section 10.5(b), the effectiveness of any such release, discharge, termination and/or consent by the Term Loan Agent shall be subject to (i) the sale or other disposition of the Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Revolving Credit Agent or its agents, in a commercially reasonable manner, and (ii) the application of the Net Proceeds of such sale or other disposition promptly by the Revolving Credit Agent or the Term Loan Agent as specified in Section 2.1(a) hereof. (b) Following the earlier of the Bank Loan Termination Date and the Term Loan Remedies Exercise Date, in respect of any Release Event in which the Term Loan Agent acts as “Priority Lien Agent”, upon the request of the Term Loan Agent with respect to the Collateral identified in such request (which request shall include copies of all documentation (including purchase agreements and any other relevant supporting documentation) related to such sale or disposition, the Revolving Credit Agent on behalf of the applicable Secured Parties shall: (i) release, discharge or otherwise terminate its Liens on such Collateral, to the extent such Collateral is to be sold or otherwise disposed of either by (A) the Term Loan Agent or its agents or with the consent of the Term Loan Agent, or (B) any Credit Party or its agents in accordance with the Term Loan Agreement; (ii) deliver such release documents as the Term Loan Agent may reasonably require in connection therewith; provided that if the closing of the sale or disposition of such Collateral is not consummated within ten (10) days of receipt by the Term Loan Agent of such release documents from the Revolving Credit Agent, the Term Loan Agent shall promptly return all such release documents to the Revolving Credit Agent; and (iii) be deemed to have consented under the Revolving Credit Agreement to such sale or other disposition; provided that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten (10) days of receipt by the Term Loan Agent of the relevant release, discharge and Lien termination documents from the Revolving Credit Agent. Subject to Section 10.5(b), the effectiveness of any such release, discharge, termination and/or consent by the Revolving Credit Agent shall be subject to (i) the sale or other disposition of the Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Term Loan Agent or its agents, in a commercially reasonable manner, and (ii) the application of the Net Proceeds of such sale or other disposition promptly by the Revolving Credit Agent or the Term Loan Agent as specified in Section 2.1(a) hereof. (c) In connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of both the Revolving Credit Agreement and the Term Loan Agreement (other than in connection with any Lien Enforcement Action), each of the Revolving Credit Agent, for itself and on behalf of the Revolving Credit Secured Parties, and the Term Loan Agent, for itself and on behalf of the Term Loan Lenders, shall release any of its Liens on any part of the Collateral, or release, if so provided in the Revolving Credit Agreement and the Term Loan Agreement, as the case may be, a Credit Party from its obligations thereunder; provided, however, any failure by the Revolving Credit Agent or the Term Loan Agent, as applicable, to so release its Liens shall, in any event, result in such Liens on such Collateral to be automatically, unconditionally and simultaneously released on the day that the other agent shall release its Liens on such Collateral; provided, further, that, the Net Proceeds of such sale or other disposition shall be applied promptly by the Revolving Credit Agent or the Term Loan Agent, as applicable, as specified in Section 2.1(a) hereof.
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Collateral Release. At least five Business Days (aor such shorter period as the Administrative Agent may agree) Subject prior to Section 10.5(b), following the occurrence date of a Release Event any Asset Sale of any Collateral that would result in which the Revolving Credit Agent acts as “Priority Lien Agent”, upon the request release of the Revolving Credit Agent with respect to liens or security interests of the Collateral identified Agent in such request (which request shall include copies of all documentation (including purchase agreements and any other relevant supporting documentation) related to such sale or disposition, the Term Loan Agent on behalf of the Term Loan Lenders shall:
(i) release, discharge or otherwise terminate its Liens on such Collateral, to the extent such Collateral is to be sold or otherwise disposed of either by (A) the Revolving Credit Agent, its agents or with the consent of the Revolving Credit Agent, or (B) any Credit Party or its agents in accordance with the Revolving Credit Collateral Agency Agreement;
(ii) deliver such , a written notice of release documents as the Revolving Credit Agent may reasonably require in connection therewith; provided that if the closing of the sale or disposition of such Collateral is not consummated within ten (10) days of receipt by the Revolving Credit Agent of such release documents from the Term Loan Agent, the Revolving Credit Agent shall promptly return all such release documents to the Term Loan Agent; and
(iii) be deemed to have consented under the Term Loan Agreement to such sale or other disposition; provided that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten (10) days of receipt by the Revolving Credit Agent of identifying the relevant release, discharge assets and Lien termination documents from the Term Loan Agent. Subject to Section 10.5(b), the effectiveness terms of any such release, discharge, termination and/or consent by the Term Loan Agent shall be subject to (i) the sale or other disposition in reasonable detail, including an estimate of the Collateral described consideration paid therefor, if any, and any expenses in connection therewith, together with a certification by the Borrower stating that such request transaction is in compliance with this Agreement and the other Credit Documents and that no Default or Event of Default exists or will exist after giving effect to such transaction. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the terms described in date (i) on which such request documents are posted on the Borrower’s behalf on an Internet or on substantially similar terms andintranet website, with respect if any, to dispositions conducted which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Revolving Credit Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its agents, in request to the Borrower to deliver such paper copies until a commercially reasonable manner, written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the application Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the Net Proceeds posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such sale documents. The Administrative Agent shall have no obligation to request the delivery of or other disposition promptly to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Revolving Credit Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Term Loan Agent as specified in Section 2.1(aBorrower hereunder (collectively, “Borrower Materials”) hereof.
by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) Following the earlier certain of the Bank Loan Termination Date and the Term Loan Remedies Exercise DateLenders (each, in respect of any Release Event in which the Term Loan Agent acts as a “Priority Lien AgentPublic Lender”, upon the request of the Term Loan Agent ) may have personnel who do not wish to receive material non-public information with respect to the Collateral identified Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in such request (which request shall include copies of all documentation (including purchase agreements investment and any other relevant supporting documentation) market-related activities with respect to such sale Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or dispositionequity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Revolving Credit Agent on behalf Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of the applicable Secured Parties shall:
United States federal and state securities laws (i) releaseprovided, discharge or otherwise terminate its Liens on such Collateralhowever, that to the extent such Collateral is Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be sold or otherwise disposed made available through a portion of either by the Platform designated “Public Side Information;” and (Az) the Term Loan Administrative Agent or its agents or with and the consent Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Term Loan Agent, or (B) any Credit Party or its agents in accordance with the Term Loan Agreement;
(ii) deliver such release documents as the Term Loan Agent may reasonably require in connection therewith; provided that if the closing of the sale or disposition of such Collateral is Platform not consummated within ten (10) days of receipt by the Term Loan Agent of such release documents from the Revolving Credit Agent, the Term Loan Agent shall promptly return all such release documents to the Revolving Credit Agent; and
(iii) be deemed to have consented under the Revolving Credit Agreement to such sale or other disposition; provided that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten (10) days of receipt by the Term Loan Agent of the relevant release, discharge and Lien termination documents from the Revolving Credit Agent. Subject to Section 10.5(b), the effectiveness of any such release, discharge, termination and/or consent by the Revolving Credit Agent shall be subject to (i) the sale or other disposition of the Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Term Loan Agent or its agents, in a commercially reasonable manner, and (ii) the application of the Net Proceeds of such sale or other disposition promptly by the Revolving Credit Agent or the Term Loan Agent as specified in Section 2.1(a) hereofdesignated “Public Side Information.
(c) In connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of both the Revolving Credit Agreement and the Term Loan Agreement (other than in connection with any Lien Enforcement Action), each of the Revolving Credit Agent, for itself and on behalf of the Revolving Credit Secured Parties, and the Term Loan Agent, for itself and on behalf of the Term Loan Lenders, shall release any of its Liens on any part of the Collateral, or release, if so provided in the Revolving Credit Agreement and the Term Loan Agreement, as the case may be, a Credit Party from its obligations thereunder; provided, however, any failure by the Revolving Credit Agent or the Term Loan Agent, as applicable, to so release its Liens shall, in any event, result in such Liens on such Collateral to be automatically, unconditionally and simultaneously released on the day that the other agent shall release its Liens on such Collateral; provided, further, that, the Net Proceeds of such sale or other disposition shall be applied promptly by the Revolving Credit Agent or the Term Loan Agent, as applicable, as specified in Section 2.1(a) hereof.”
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Sources: Credit Agreement (InfraREIT, Inc.)
Collateral Release. (a) Subject to Section 10.5(b), following Following the occurrence of a Revolving Release Event in which the Revolving Credit Agent acts as “Priority Lien Agent”Event, upon the request of the Revolving Credit Agent with respect to the Revolving Primary Collateral identified in such request (which request shall include copies specify the proposed terms of all documentation (including purchase agreements and any other relevant supporting documentation) related to such the proposed transfer, sale or dispositionother disposition and the type and amount of consideration to be received in connection therewith), the Term Loan Agent on behalf of the Term Loan Lenders shall:
(i) release, discharge release or otherwise terminate its Liens liens on such Revolving Primary Collateral (to the same extent that the Revolving Agent shall release or terminate its liens on such Collateral), to the extent such Revolving Primary Collateral is to be sold or otherwise disposed of either by (Ai) the Revolving Agent or its agents, or (ii) any Credit Agent, its agents or Party with the consent of the requisite Revolving Credit Agent, or (B) any Credit Party or its agents in accordance with the Revolving Credit AgreementLenders;
(ii) deliver such release documents as the Revolving Credit Agent may reasonably require in connection therewith; provided PROVIDED that if the closing of the sale or disposition of such Revolving Primary Collateral is not consummated within ten thirty (1030) days of receipt by the Revolving Credit Agent of such release documents from the Term Loan Agent, the Revolving Credit Agent shall promptly return all such release documents to the Term Loan Agent; and
(iii) be deemed to have consented under the Term Loan Agreement to such sale or other disposition; provided PROVIDED that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten thirty (1030) days of receipt by the Revolving Credit Agent of the relevant release, discharge and Lien termination release documents from the Term Loan Agent. Subject to Section 10.5(b), the .
(b) The effectiveness of any such release, discharge, termination and/or consent by the Term Loan Agent under clause (a) above shall be subject to (i) the sale or other disposition of the Revolving Primary Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Revolving Credit Agent or its agents, and in a commercially reasonable manner, and (ii) the application of all of the Net Proceeds net proceeds of such sale or other disposition promptly by the Revolving Credit Agent or the Term Loan Agent as specified in SECTION 2.3(A) hereof and Section 2.1(a) hereof.
(b) Following the earlier 12.4 of the Revolving Credit Agreement (as in effect on the date hereof) to reduce the Priority Bank Loan Termination Date Debt, and (iii) the Term Loan Remedies Exercise Date, in respect rights of any Release Event in which the Term Loan Agent acts as “Priority Lien Agent”under SECTION 2.9(A).
(c) Following the occurrence of a Term Loan Release Event, upon the request of the Term Loan Agent with respect to the Term Loan Primary Collateral identified in such request (which request shall include copies specify the proposed terms of all documentation (including purchase agreements and any other relevant supporting documentation) related to such the proposed transfer, sale or dispositionother disposition and the type and amount of consideration to be received in connection therewith), the Revolving Credit Agent on behalf of the applicable Secured Parties Revolving Lenders shall:
(i) release, discharge release or otherwise terminate its Liens liens on such Term Loan Primary Collateral (to the same extent that the Term Loan Agent shall release or terminate its liens on such Collateral), to the extent such Term Loan Primary Collateral is to be sold or otherwise disposed of either by (Ai) the Term Loan Agent or its agents agents, or (ii) any Credit Party with the consent of the requisite Term Loan Agent, or (B) any Credit Party or its agents in accordance with the Term Loan AgreementLenders;
(ii) deliver such release documents as the Term Loan Agent may reasonably require in connection therewith; provided PROVIDED that if the closing of the sale or disposition of such Term Loan Primary Collateral is not consummated within ten thirty (1030) days of receipt by the Term Loan Agent of such release documents from the Revolving Credit Agent, the Term Loan Agent shall promptly return all such release documents to the Revolving Credit Agent; and
(iii) be deemed to have consented under the Revolving Credit Agreement to such sale or other disposition; provided PROVIDED that such deemed consent shall lapse in the event such sale or other disposition does not occur within ten thirty (1030) days of receipt by the Term Loan Agent of the relevant release, discharge and Lien termination release documents from the Revolving Credit Agent. Subject to Section 10.5(b), the .
(d) The effectiveness of any such release, discharge, termination and/or consent by the Revolving Credit Agent under clause (c) above shall be subject to (i) the sale or other disposition of the Term Loan Primary Collateral described in such request on the terms described in such request or on substantially similar terms and, with respect to dispositions conducted by the Term Loan Agent or its agents, and in a commercially reasonable manner, and (ii) the application of all of the Net Proceeds net proceeds of such sale or other disposition promptly by the Revolving Credit Term Loan Agent or the Term Loan Revolving Agent as specified in SECTION 2.3(B) hereof and Section 2.1(a) hereof.
(c) In connection with any sale, lease, exchange, transfer or other disposition 12.4 of Collateral permitted under the terms of both the Revolving Credit Agreement and the Term Loan Agreement (other than as in connection with any Lien Enforcement Action), each effect on the date hereof) to reduce the Priority Term Loan Debt and (iii) the rights of the Revolving Credit Agent, for itself and on behalf of the Revolving Credit Secured Parties, and the Term Loan Agent, for itself and on behalf of the Term Loan Lenders, shall release any of its Liens on any part of the Collateral, or release, if so provided in the Revolving Credit Agreement and the Term Loan Agreement, as the case may be, a Credit Party from its obligations thereunder; provided, however, any failure by the Revolving Credit Agent or the Term Loan Agent, as applicable, to so release its Liens shall, in any event, result in such Liens on such Collateral to be automatically, unconditionally and simultaneously released on the day that the other agent shall release its Liens on such Collateral; provided, further, that, the Net Proceeds of such sale or other disposition shall be applied promptly by the Revolving Credit Agent or the Term Loan Agent, as applicable, as specified in Section 2.1(a) hereofunder SECTION 2.9(B).
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