Delivery of Termination Statements and Mortgage Releases. On the Termination Date, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
Delivery of Termination Statements and Mortgage Releases. Upon payment in full in cash and performance of all of the Obligations (other than indemnification Obligations), termination of the Commitments and a release of all claims against Agent and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
Delivery of Termination Statements and Mortgage Releases. (a) Upon payment in full in cash and performance of all of the Obligations (other than indemnification Obligations), termination of the Commitments and a release of all claims against Agent and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Borrower Representative termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
(b) Upon the disposition of any Collateral in accordance with the terms and conditions provided herein, Agent shall deliver to Borrower Representative termination statements, mortgage releases and other evidence necessary or appropriate to evidence the termination of Liens on such Collateral.
(c) In the event that any Credit Party acquires any Equipment and in connection therewith grants a security interest in such Equipment to any Person providing purchase money financing to such Credit Party for such Equipment and such security interest and financing does not contravene any provision of this Agreement and prohibits the Lien of Agent therein, Agent, at the request of such Credit Party shall release its security interest in such Equipment or shall subordinate such Lien (as required by such Person) and shall at the cost and expense of such Credit Party execute such documents as may be necessary to release such Lien of record; provided, however, that upon any such prohibition ceasing to be binding on such Credit Party, the Lien of Agent in such Equipment shall automatically be reinstated and such Credit Party shall immediately notify Agent and shall take all steps as may be necessary to perfect such Lien of Agent within 20 Business Days following such prohibition ceasing to be effective.
Delivery of Termination Statements and Mortgage Releases. Upon payment in full in cash and performance of all of the Obligations (other than indemnification Obligations), termination of the Commitments and a release of all claims against Agents and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agents shall deliver to Borrower Representative termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations. In addition, in connection with any transaction permitted under Sections 3.7 or 3.16, the Agent or Canadian Agent, as applicable, shall promptly release its Liens on all assets sold, conveyed, leased, subleased, transferred or otherwise disposed of in accordance with such sections.
Delivery of Termination Statements and Mortgage Releases. On the Termination Date, and so long as no suits, actions proceedings, or claims are pending or, in the reasonable judgment of Administrative Agent, threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, each Authorized Agent shall deliver to Appropriate Borrower Representative termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations. Notwithstanding the foregoing, each Authorized Agent agrees to deliver to Borrowers termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations notwithstanding that a suit, action, proceeding or claim is pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are Indemnified Liabilities; provided that the Borrowers provide a letter of credit, surety bond or other collateral that is sufficient to secure such Indemnified Liabilities, and which is satisfactory, including, but not limited to, in form and amount, to the Administrative Agent in its reasonable discretion.
Delivery of Termination Statements and Mortgage Releases. Upon payment in full in cash and performance of all of the Obligations (other than indemnification Obligations), termination of the Commitments and a release of all claims against Agent and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BORROWER: COMFORT SYSTEMS USA, INC. By: /s/ J. Gordon Beittenmiller ------------------------------------ Name: J. Gordon Beittenmiller ------------------------------------ Title: Executive Vice President ----------------------------------- CREDIT PARTIES: ACI MECHANICAL, INC. -67- ARC COMFORT SYSTEMS USA, INC. ACCURATE AIR SYSTEMS, L.P., BY ATLAS-ACCURATE HOLDINGS, L.L.C., AS GENERAL PARTNER ACCU-TEMP GP, INC. ACCU-TEMP LP, INC. ACCU-TEMP LLC, BY ACCU-TEMP GP, INC., AS ACTING MEMBER AIR SOLUTIONS USA, INC. AIR TEMP, INC. ATLAS-ACCURATE HOLDINGS, L.L.C., BY CS53 ACQUISITION CORP., AS ACTING MEMBER ATLAS AIR CONDITIONING COMPANY, L.P., BY ATLAS-ACCURATE HOLDINGS, L.L.C., AS GENERAL PARTNER BATCHELOR'S MECHANICAL CONTRACTORS, INC. BCM CONTROLS CORPORATION CARSON BROTHERS, INC. CEL, INC. CENTRAL MECHANICAL, INC. -68- COMFORT SYSTEMS USA (ARKANSAS), INC. COMFORT SYSTEMS USA (BALTIMORE), INC. COMFORT SYSTEMS USA (BOWLING GREEN), INC. COMFORT SYSTEMS USA (BRISTOL), INC. COMFORT SYSTEMS USA (CLEVELAND), INC. COMFORT SYSTEMS USA (FLORIDA), INC. COMFORT SYSTEMS USA G.P., INC. COMFORT SYSTEMS US (HARTFORD), INC. COMFORT SYSTEMS USA (INTERMOUNTAIN), INC. COMFORT SYSTEMS USA NATIONAL SERVICE ORGANIZATION, INC. COMFORT SYSTEMS USA (OREGON), INC. COMFORT SYSTEMS USA (SOUTH BOSTON), INC. COMFORT SYSTEMS USA (SYRACUSE), INC. COMFORT SYSTEMS USA (TEXAS), L.P., BY COMFORT SYSTEMS USA G.P., INC., AS GENERAL PARTNER COMFORT SYSTEMS USA (TWIN CITIES), INC. -69- COMFORT SYSTEMS USA (WESTERN MICHIGAN), INC. CS44 ACQUISITION CORP. CS53 ACQUISITION CORP. DESIGN MECHANICAL INCORPORATED EASTERN HEATING & COOLING, INC. ESS ENGINEERING, INC. GULFSIDE MECHANICAL, INC. H & M MECHANICAL, INC. HELM CORPORATION HELM CORPORATION SAN DIEGO HESS MECHANICAL CORPORAXXXX XXXXXTRIAL COOLING...
Delivery of Termination Statements and Mortgage Releases. Upon payment in full in cash and performance of all of the Obligations (other than indemnification Obligations as to which no claim has been asserted), termination of the Revolving Loan Commitments and a release of all claims against the Agents and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, each Agent shall deliver to Great Lakes termination statements, mortgage releases, any releases, instruments or documents necessary to release its Liens on any Aircraft, Engines or other flight related assets and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
Delivery of Termination Statements and Mortgage Releases. Upon payment in full in cash and performance of all of the Obligations (other than contingent indemnification Obligations to the extent no unsatisfied claim has been asserted), termination of the Commitments and the provision of cash collateral (or back-to-back standby letters of credit) for all Letter of Credit Obligations to the extent required (or permitted) by this Agreement and a release of all claims against Agent and Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
Delivery of Termination Statements and Mortgage Releases. Upon payment in full in cash and performance of all of the Obligations (other than Contingent Indemnification Obligations for which no claim has been asserted), termination of the Commitments and a release of all claims against Agent and Lenders, Agent shall deliver to Borrower termination statements, mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
Delivery of Termination Statements and Mortgage Releases. Upon the Termination Date, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnitee asserting any damages, losses or liabilities that are indemnified liabilities hereunder, Agent on behalf of the Lenders shall release the Liens granted hereunder and under the other Loan Documents and deliver to Borrower termination statements and mortgage releases and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations, all at the expense of Borrower.
