MRVL » Topics » . Termination of Transaction Liens; Release of Collateral .

These excerpts taken from the MRVL 8-K filed Nov 14, 2006.
Termination of Transaction Liens; Release of Collateral.

(a)   The Transaction Liens granted by each Guarantor shall terminate upon the earlier of (i) the release of its Transaction Guarantee pursuant to Section 2(c) of the Guarantee Agreement and (ii) the satisfaction of all of the Ratings Release Conditions (subject to reinstatement as set forth in Section 5.12 of the Credit Agreement).

(b)   The Transaction Liens granted by the Borrower shall terminate upon the earlier of (i) the satisfaction of all of the Release Conditions and (ii) the satisfaction of all of the Ratings Release Conditions (subject to reinstatement as set forth in Section 5.12 of the Credit Agreement).

(c)   At any time before the Transaction Liens granted by the Borrower terminate, the Administrative Agent may, at the written request of the Borrower, (i) release any Collateral (but not all or substantially all the Collateral) with the prior written consent of the Required Lenders or (ii) release all or substantially all the Collateral with the prior written consent of all Lenders.

(d)   The Administrative Agent shall be fully protected in relying upon a certificate of a Financial Officer of the Borrower as to whether all of the Ratings Release Conditions are satisfied.  Upon any termination of a Transaction Lien or release of Collateral, the Administrative Agent will, at the expense of the relevant Lien Grantor, execute and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

(e)   Notwithstanding the foregoing, at any time that Section 5.12(c) of the Credit Agreement is applicable, the Lien Grantors shall take all actions as shall be necessary to cause the Minimum Stock Collateral Condition to promptly be satisfied.

Section 16

Termination of Transaction Liens; Release of Collateral.

(a)   The Transaction Liens granted by each Guarantor shall terminate upon the earlier of (i) the release of its Transaction Guarantee pursuant to Section 2(c) of the Guarantee Agreement and (ii) the satisfaction of all of the Ratings Release Conditions (subject to reinstatement as set forth in Section 5.12 of the Credit Agreement).

(b)   The Transaction Liens granted by the Borrower shall terminate upon the earlier of (i) the satisfaction of all of the Release Conditions and (ii) the satisfaction of all of the Ratings Release Conditions (subject to reinstatement as set forth in Section 5.12 of the Credit Agreement).

(c)   At any time before the Transaction Liens granted by the Borrower terminate, the Administrative Agent may, at the written request of the Borrower, (i) release any Collateral (but not all or substantially all the Collateral) with the prior written consent of the Required Lenders or (ii) release all or substantially all the Collateral with the prior written consent of all Lenders.

(d)   The Administrative Agent shall be fully protected in relying upon a certificate of a Financial Officer of the Borrower as to whether all of the Ratings Release Conditions are satisfied.  Upon any termination of a Transaction Lien or release of Collateral, the Administrative Agent will, at the expense of the relevant Lien Grantor, execute and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

(e)   Notwithstanding the foregoing, at any time that Section 5.12(c) of the Credit Agreement is applicable, the Lien Grantors shall take all actions as shall be necessary to cause the Minimum Stock Collateral Condition to promptly be satisfied.

Section 16

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Nov 14, 2006
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