Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Credit Document then in effect), then, at the request and expense of the Company, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Security Document) shall execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agent. At any time the Company desires that the Collateral Agent acknowledge that an Assignor has been released from this Agreement as provided in this Section 8.13, the Company shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.13.
Appears in 2 contracts
Samples: Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp)
Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Credit Document then in effect), then, at the request and expense of the Company, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Security Document) shall execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agent). At any time the Company desires that the Collateral Agent acknowledge that an Assignor has been released from this Agreement as provided in this Section 8.138.14, the Company shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.138.14.
Appears in 2 contracts
Samples: Credit Agreement (Ciena Corp), Security Agreement (Ciena Corp)
Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company Borrower and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a Person person other than the Company Borrower or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Credit Document Secured Debt Agreement then in effect), then, at the request and expense of the CompanyBorrower, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, collateral agent or mortgagee or other corresponding party under such other Security Document) shall is authorized and directed to execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agentit). At any time the Company desires that the Collateral Agent acknowledge Borrower desires that an Assignor has been be released from this Agreement as provided in this Section 8.1310.13, the Company Borrower shall deliver to the Collateral Agent a certificate signed by an Authorized Officer officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.13.10.13. If reasonably requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.13. Exhibit J
Appears in 2 contracts
Samples: Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc)
Release of Assignors. If at any time all of the Equity Interests equity interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company Holdings and its Subsidiaries are sold to any Person (other than the Equity Interests of a Borrower) are sold (to a Person other than the Company Holdings or any of its Subsidiaries) in a transaction which (x) at all times prior to the Credit Document Obligations Termination Date, is permitted pursuant to the Credit Agreement and (and which y) does not violate the terms of any other Credit Document Secured Debt Agreement then in effect), then, at the request and expense of the CompanyBorrower, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent (or, is authorized and directed to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Security Document) shall execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agentit). At any time the Company desires that the Collateral Agent acknowledge Borrower desires that an Assignor has been be released from this Agreement as provided in this Section 8.1311.13, the Company Borrower shall deliver to the Collateral Agent a certificate signed by an Authorized Officer Representative of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.1311.13. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel, which may be in-house counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with (or which it in the absence of gross negligence or willful misconduct believes to be in accordance with) this Section 11.13.
Appears in 2 contracts
Samples: Security Agreement (Quality Distribution Inc), Security Agreement (Quality Distribution Inc)
Release of Assignors. If at any time all of the Equity Interests equity interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by [Holdings] [the Company U.S. Borrower] and its Subsidiaries are sold to any Person (other than [Holdings] [the Equity Interests of a U.S. Borrower) are sold (to a Person other than the Company ] or any of its Subsidiaries) in a transaction which (x) at all times prior to the Credit Document Obligations Termination Date, is permitted pursuant to the Credit Agreement and (and which y) does not violate the terms of any other Credit Document Secured Debt Agreement then in effect), then, at the request and expense of the CompanyU.S. Borrower, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent (or, is authorized and directed to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Security Document) shall execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agentit). At any time the Company desires that the Collateral Agent acknowledge U.S. Borrower desires that an Assignor has been be released from this Agreement as provided in this Section 8.1311.14, the Company U.S. Borrower shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of the Company U.S. Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.1311.14. If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the U.S. Borrower shall furnish legal opinions (from counsel, which may be in-house counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with (or which it in the absence of gross negligence or willful misconduct believes to be in accordance with) this Section 11.14.
Appears in 1 contract
Samples: Security Agreement (Lli Inc)
Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company and its Holdings or any of their Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) a Credit Party in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Credit Document Secured Debt Agreement then in effect), then, at the request and expense of the Company, the respective such Assignor shall be immediately released as an a Assignor pursuant to this Agreement without any further action hereunder (and upon it being understood that the reasonable request sale of all of the Company and at the expense Equity Interests in any Person that owns, directly or indirectly, all of the AssignorsEquity Interests in any Assignor shall be deemed to be a sale of all of the Equity Interests in such Assignor for purposes of this Section), and the Collateral Agent (or, is authorized and directed to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Security Document) shall execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agentit. At any time the Company that Holdings desires that the Collateral Agent acknowledge that an a Assignor has been be released from this Agreement as provided in this Section 8.1310.13, the Company Holdings shall deliver to the Collateral Agent a certificate signed by an Authorized Officer authorized officer of the Company Holdings stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective such Assignor is permitted pursuant to this Section 8.1310.13. If requested by Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), any of the Assignors shall furnish legal opinions (from counsel reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 10.13.
Appears in 1 contract
Samples: Security Agreement (STG Group, Inc.)
Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Credit Document then in effect), then, at the request and expense of the Company, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Security Document) shall execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agent). At any time the Company desires that the Collateral Agent acknowledge that an Assignor has been released from this Agreement as provided in this Section 8.138.14, the Company shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.138.14. 8.15.
Appears in 1 contract
Samples: Security Agreement
Release of Assignors. If at any time all of the Equity Interests of any Assignor (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document) owned by the Company Exide and its Subsidiaries (other than the Equity Interests of a Borrower) are sold (to a Person person other than the Company Exide or any of its Wholly Owned Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Credit Document then in effect), then, at the request and expense of the CompanyExide, the respective Assignor shall be immediately released as an Assignor pursuant to this Agreement (and upon the reasonable request of the Company and at the expense of the Assignors, the Collateral Agent PBGC (or, to the extent any other Security Document requires releases thereunder to occur in accordance with the provisions of this Agreement, the pledgee, assignee, PBGC or mortgagee or other corresponding party under such other Security Document) shall is authorized and directed to execute and deliver such instruments of release as are reasonably necessary to evidence the release of such Assignor and otherwise reasonably satisfactory to the Collateral Agentit). At any time the Company that Exide desires that the Collateral Agent acknowledge that an Assignor has been be released from this Agreement as provided in this Section 8.1311.13, the Company Issuer shall deliver to the Collateral Agent PBGC a certificate signed by an Authorized Officer of the Company Exide stating that (i) the transaction is permitted pursuant to the Credit Agreement (and does not violate the terms of any other Credit Documents then in effect) and (ii) the release of the respective Assignor is permitted pursuant to this Section 8.1311.13. If reasonably requested by the PBGC (although the PBGC shall have no obligation to make such a request), Exide shall furnish legal opinions (from counsel acceptable to the PBGC) to the effect set forth in the immediately preceding sentence. The PBGC shall have no liability whatsoever to any PBGC Creditors as a result of the release of any Assignor by it in accordance with, or which it believes to be in accordance with, this Section 11.13.
Appears in 1 contract