Common use of Release; Termination Clause in Contracts

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 4 contracts

Samples: Security Agreement (Grubb & Ellis Co), Security Agreement (Grubb & Ellis Co), Security Agreement (Grubb & Ellis Co)

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Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales or otherwise as specified in Section 9.10 of Inventory in the ordinary course of business)Credit Agreement, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days five days prior to the date of the proposed releaserelease (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the Termination Date and (iii) the expiration or termination or expiration Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 4 contracts

Samples: Security Agreement, Security Agreement (Madison Square Garden Co), Security Agreement (Madison Square Garden Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business, which shall be automatically released), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request reasonably request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.05(b) of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Maturity Date and (iii) the termination or termination, expiration or, if agreed by the applicable L/C Issuer in its sole discretion, cash collateralization of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 3 contracts

Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with as permitted by the Transaction Documents and receipt by the Collateral Agent of a written certification by the Company that such disposition or other event, as applicable, is not permitted under the terms of the Loan Transaction Documents (other than sales of Inventory which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), then, in the ordinary course case of businessthe foregoing clause (i), the Administrative security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary, as applicable, shall immediately terminate and automatically be released and, in the case of the foregoing clause (ii), Collateral Agent will, in each case and subject to the Intercreditor Agreement, promptly deliver at the Grantor’s request to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Collateral Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, howeverthat, that (i) at the time of no such request and such release no Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the proposed releaseCollateral Agent, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent (which form shall be reasonably acceptable to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is will be in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementTransaction Documents. (b) Upon At such time as the latest of Obligations shall have been paid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (iother than those expressly stated to survive such termination) the payment in full in cash of the Secured ObligationsCollateral Agent and each Grantor hereunder shall automatically terminate, (ii) the Termination Date and (iii) the termination all without delivery of any instrument or expiration performance of all Letters of Credit and all Secured Hedge Agreementsany act by any party, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon At the request and sole expense of any Grantor following any such termination, the Administrative Collateral Agent willshall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, at the applicable Grantor’s expense, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence such termination. At the request and sole expense of the Company, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of. (c) The Noteholders irrevocably authorize the Collateral Agent to and the Collateral Agent shall upon receipt by the Collateral Agent of a written certification by the Company that such release or other event, as applicable, is not prohibited under the terms of the Transaction Documents (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry): (i) release any Lien on any property granted to or held by the Collateral Agent under any Transaction Document if required or otherwise approved, authorized or ratified in writing in accordance with the terms of the Transaction Documents, including pursuant to the Intercreditor Agreement; (ii) release the Company or any Guarantor from its obligations under the Transaction Documents if such person (i) ceases to be a Subsidiary or (ii) becomes an Unrestricted Subsidiary, in each case, as a result of a transaction or designation permitted under the terms of the Transaction Documents; provided that no such release shall occur with respect to an entity that becomes an Unrestricted Subsidiary if the Company or any Guarantor continues to be a guarantor in respect of the ABL Facility unless and until each guarantor is (or is being simultaneously) released from its guarantee with respect to the ABL Facility; (iii) release any Lien on any property granted to or held by the Collateral Agent under any Transaction Document on any assets that are excluded from the Collateral; and (iv) enter into or amend an intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral. (d) Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the Collateral Agent shall, upon receipt by the Collateral Agent of a written certification by the Company that such disposition or other event, as applicable, is not prohibited under the terms of the Transaction Documents (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), without notice to or vote or consent of, any Noteholder, take such actions as shall be reasonably requested in writing by the Company as necessary or desirable to release, or document the release, by the Collateral Agent, of the security interest in any Collateral being sold, disposed of or transferred in a transaction permitted by the Transaction Documents, in each case to a person other than the Company and its Subsidiaries, and to release any guarantee obligations under any Transaction Documents of any person being sold, disposed of or transferred to a person other than the Company or its Subsidiaries, or no longer required to provide a guaranty hereunder to the extent necessary to permit consummation of such sales or dispositions of assets in accordance with the Transaction Documents.

Appears in 3 contracts

Samples: Notes Purchase Agreement, Guarantee and Collateral Agreement (Eastman Kodak Co), Notes Purchase Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementrequest. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent obligations not yet accrued and payable), (ii) the Termination Latest Maturity Date of all Loans and Commitments and (iii) the termination or expiration of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge AgreementsAgreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 3 contracts

Samples: First Lien Credit Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (EWT Holdings I Corp.), Abl Credit Agreement (GMS Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales or as otherwise directed or required by any order of Inventory in the ordinary course of business)Bankruptcy Court, the Administrative security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the proposed releaseAgent, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Administrative Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral.

Appears in 3 contracts

Samples: Debt Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co), Debt Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Credit Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.12 of the Credit Agreement, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Credit Documents or (other than sales z) the release of Inventory a Lien in any Collateral required by Section 2.06 of the ordinary course of businessIntercreditor Agreement, the Collateral Agent will (without recourse and without representation and warranty), the Administrative Agent will, at such Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor Company shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be, from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor Company shall have delivered to the Administrative Collateral Agent, at least ten (10) Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor an Authorized Officer the Company to the effect that the transaction is in compliance with the Loan Credit Documents and as to such other matters as the Administrative Collateral Agent may request and reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the applicable clause of Section 2.06 5.02 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under the applicable clause of Section 2.06 5.02 of the Credit Agreement and (iv) it is hereby acknowledged and agreed that, notwithstanding anything contained herein or in any other Credit Document to the contrary, the sale of Equity Interests in a Credit Party will not be deemed a sale or transfer of the ABL Priority Collateral (as defined in the Credit Agreement), if any, owned by such Credit Party and the Collateral Agent’s Lien will continue therein unless and until released in accordance with the terms hereof and of the other Credit Documents. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent willwill (without recourse and without representation and warranty), at the applicable Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor Company shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Abl Credit Agreement (Affinia Group Holdings Inc.), Security Agreement (Affinia Group Intermediate Holdings Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 the terms of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit this Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations as to which no demand has been made), (ii) the Termination Date and (iii) the termination or expiration of all Letters the Aggregate Commitment (as defined in each of Credit and all Secured Hedge the Loan Agreements), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Term Loan Agreement (Whole Foods Market Inc), Revolving Credit Agreement (Whole Foods Market Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Credit Party in accordance with the terms of the Loan Documents and the DIP Financing Orders (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s Credit Party's expense, execute and deliver to such Grantor Credit Party such documents as such Grantor Credit Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor Credit Party shall have delivered to the Administrative Collateral Agent, at least ten 5 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor Credit Party to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement 2.04 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.04, and (iv) in the case of Collateral sold or disposed of, the Credit Agreementrelease of a Lien created hereby will not be effective until the receipt by the Collateral Agent of any Net Cash Proceeds required to be paid pursuant to Section 2.04 arising from the sale or disposition of such Collateral in accordance with clause (iii) above. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (ii) the Termination Date other than contingent indemnification obligations which are not then due and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementspayable), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorCredit Party. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s Credit Party's expense, execute and deliver to such Grantor Credit Party such documents as such Grantor Credit Party shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (AbitibiBowater Inc.), Credit Agreement (AbitibiBowater Inc.)

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.10 of the Credit Agreement, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Documents or (other than sales z) the release of Inventory a Lien in any Collateral of any Grantor required by Section 2.05 of the ordinary course of business)Intercreditor Agreement, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Ply Gem Holdings Inc), Security Agreement (Ply Gem Holdings Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral Collateral, whether direct or indirect, of any Grantor in accordance with the terms Section 7.05 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Credit Agreement, the Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent (or the Required Lenders through the Administrative Agent) may request and reasonably request. The provisions of this Section 2.7(a) shall apply to Dispositions of the capital stock of a Grantor (iiiwhether direct or indirect) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance compliance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 7.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral then held by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Note Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.03 of the Indenture, (y) the release of any Grantor from its obligations under the applicable Note Guarantee, if any, in accordance with the terms of the Loan Note Documents or (other than sales z) the release of Inventory a Lien in any Collateral of any Grantor required by Section 2.05 of the ordinary course of business)Intercreditor Agreement, the Administrative Noteholder Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Noteholder Collateral Agent, at least ten Business Days (or such shorter period as the Noteholder Collateral Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Noteholder Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Note Documents and as to such other matters as the Administrative Noteholder Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 4.13 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Noteholder Collateral Agent when and as required under Section 2.06 4.13 of the Credit AgreementIndenture. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Noteholder Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Collateral Agreement (Ply Gem Holdings Inc), Collateral Agreement (Ply Gem Holdings Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Note Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Article IX of the Indenture, or upon the release of any Grantor from its obligations under the applicable Guarantee, if any, in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Note Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Note Documents and as to such other matters as the Administrative Collateral Agent may request request, and an opinion of counsel to the effect that such release, and the execution and delivery of such documents by the Collateral Agent is permitted under and in compliance with this Agreement and such other Note Documents that may be applicable, and all conditions precedent thereto under this Agreement and any such other Note Documents that may be applicable have been satisfied and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 4.13 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 4.13 of the Credit AgreementIndenture. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such terminationtermination as evidenced by a certificate of the Grantor to such effect, and a certificate of the Trustee (which may be based upon and limited to its actual knowledge), the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Collateral Agreement (Nortek Inc), Collateral Agreement (Nortek Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)) in accordance with the terms of the Transaction Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item item(s) of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Transaction Documents and as to such other matters as the Administrative Collateral Agent may request and request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent, and (iv) the Collateral Agent when and as required under Section 2.06 of shall have received written direction from the Credit Buyers in accordance with the Collateral Agency Agreement. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsother than any unasserted contingent Obligations, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Secured Parties will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (Applied Dna Sciences Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales or as otherwise directed or required by any order of Inventory in the ordinary course of business)Bankruptcy Court, the Administrative security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral held by it, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the proposed releaseAgent, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Administrative Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral held by it.

Appears in 2 contracts

Samples: Amendment Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may reasonably request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable under the Loan Documents), (ii) the Termination Maturity Date and for the Revolving Credit Facility, (iii) the Maturity Date for the Term Loan Facility and (iv) the cash collateralization, back-stop (on terms reasonably satisfactory to the Collateral Agent), termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Domestic Security Agreement (Sensata Technologies Holding N.V.), Domestic Security Agreement (Sensata Technologies Holland, B.V.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition (direct or indirect) of any item of Collateral of any Grantor Pledgor in accordance with the terms Section 7.05 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Credit Agreement, the Administrative Agent will, at such GrantorPledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, and (ii) such Grantor Pledgor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) or the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, Required Lenders through the Administrative Agent when and as required under Section 2.06 of the Credit AgreementAgent) may reasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Administrative Agent will, at the applicable GrantorPledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such terminationtermination and deliver to such Pledgor all certificates and instruments representing or evidencing the Collateral then held by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents in form and substance reasonably satisfactory to the Administrative Agent as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.3 of the 2005 Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.3 of the 2005 Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Revolving Credit Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Jones Apparel Group Inc), Security Agreement (Jones Apparel Group Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request reasonably request, and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05(b) of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable under the Loan Documents), (ii) the Termination Maturity Date and for the Revolving Credit Facility, (iii) the Maturity Date for the Term Loan Facility and (iv) the cash collateralization, back-stop (on terms reasonably satisfactory to the Collateral Agent), termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: First Lien Security Agreement (Universal Hospital Services Inc), First Lien Security Agreement (Universal Hospital Services Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Additional Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Additional Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithAdditional Collateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 the terms of this Agreement and (iv) with respect to sales of Equipment and Inventory in the Credit Agreement shall, to ordinary course of business and other sales and dispositions that are explicitly permitted by the extent so required, be paid or made to, or in accordance with the instructions ofLoan Agreements, the Administrative Agent when and as required under Section 2.06 Liens granted herein shall be deemed to be released with no further action on the part of the Credit Agreementany Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (iiother than contingent indemnification obligations as to which no demand has been made) the Termination Date and (iii) the termination or expiration of all Letters the Aggregate Commitment (as defined in each of Credit and all Secured Hedge the Loan Agreements), the pledge and security interest granted hereby shall terminate and all rights to the Additional Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Whole Foods Market Inc), Term Loan Agreement (Whole Foods Market Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(g) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten three (3) Business Days prior to the date of the proposed release, a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and Documents; (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement, and (iv) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash Proceeds arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and approve, execute, assign, transfer and/or deliver to such Grantor such documents and instruments (including, but not limited to UCC termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Term Facility Security Agreement (Dana Holding Corp), Revolving Facility Security Agreement (Dana Holding Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents to any Person other than a Loan Party or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate; provided that, with respect to any Collateral that is also subject to any Lien securing any Junior Financing, the Lien created under this Agreement shall not terminate unless the Lien securing such Junior Financing is (or is simultaneously) terminated. Upon the release of any Grantor from its Guaranty, if any, in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Lien created under this Agreement on the Collateral of such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the any release of such item of the Lien created under this Agreement on any Collateral from the assignment and security interest granted herebypursuant to this Section 21(a); provided, however, provided that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Agent a written request for release therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of request. The Administrative Agent shall be authorized to rely on any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementcertificate without independent investigation. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, (ii) the Termination Maturity Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsor other provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, the pledge and security interest granted hereby Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Refco Information Services, LLC), Security Agreement (Refco Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents (to a Person that is not a Loan Party or in connection with any other than sales release of Inventory the Liens on the Collateral provided for in Section 9.11 of the ordinary course of business)Credit Agreement, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver without recourse and without any representation or warranty of any kind (either express or implied) to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms (with a reasonably detailed description of the related sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithdisposition), together with a form of release for execution by the Administrative Collateral Agent and and, if reasonably requested by the Collateral Agent, a certificate of such Grantor to the effect that the transaction release is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest termination of (i) the Aggregate Commitments and the payment in full in cash of the Secured Obligations, Obligations (iiother than (A) the Termination Date contingent indemnification obligations as to which no claim has been asserted and (iiiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit and all Secured Hedge Agreements(other than Letters of Credit which have been Cash Collateralized), the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Credit Agreement (PPD, Inc.), Security Agreement (PPD, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents Note or related documents (other than sales of Inventory inventory in the ordinary course of business), the Administrative Agent Lender will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative AgentLender, at least ten Business Days (five days in the case of the proposed sale of any individual vehicle on which Lender has a lien) prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents Note and related documents and as to such other matters as the Administrative Agent Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement therewith shall, to the extent so requiredrequired under the Note or related documents, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementLender. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Lender will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Verity Corp.), Security Agreement (Verity Corp.)

Release; Termination. Upon the earlier of (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest later of (i) the payment in full full, in cash cash, of the Secured Obligations, Obligations then due and payable and (ii) the Termination Date and (iiib) the termination consummation of any sale or expiration foreclosure in respect of all Letters any of Credit and all Secured Hedge Agreementsthe Collateral conducted by or under the direction of the Collateral Agent, the pledge and security interest granted hereby by this Article VII shall automatically terminate and all rights the Collateral shall automatically be released from such security interest but, in the case of the foregoing clause (b), only to the extent of the Collateral disposed of in such transaction, and only following the receipt by the Collateral Agent of the proceeds of such disposition, and the Collateral Agent, on behalf of the Lender Parties, shall enter into such documentation as may be reasonably requested by the purchaser of such Collateral and reasonably acceptable to the Collateral Agent in order to evidence such release. Upon the earlier date referred to in the first sentence, the Borrower shall revert be entitled to the applicable Grantor. Upon any return, upon its request and at its expense, of such termination, of the Administrative Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and the Collateral Agent will, on behalf of the Lender Parties, enter into and deliver such documentation as shall be reasonably requested by the Borrower, and as may be reasonably acceptable to the Collateral Agent, to evidence such release, including UCC termination statements and such notices as the Borrower may reasonably request, at the applicable GrantorBorrower’s expense, execute to evidence and deliver confirm the release and discharge of the security interest granted by this Article VII. In the event that the Collateral Agent is required to refund any amounts to the Borrower pursuant to Section 2.11(b), the amounts that are so refunded shall automatically be released from the security interest granted by this Article VII and the Collateral Agent, on behalf of the Lender Parties, shall enter into such Grantor such documents documentation as such Grantor shall may be reasonably request requested by the Borrower and reasonably acceptable to the Collateral Agent in order to evidence such terminationrelease, all at the expense of the Borrower.

Appears in 2 contracts

Samples: Facility and Security Agreement (Dynegy Inc.), Facility and Security Agreement (Dynegy Holdings Inc)

Release; Termination. (a) Upon any sale, lease, transfer or -------------------- other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) in the case of a transaction effected under Section 5.02(e)(vi) or (vii) of the Credit Agreement, at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten six Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the sale of any Equity Interests in any Grantor in accordance with the provisions of Section 5.02(m)(iii) of the Credit Agreement, the Collateral Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of all items of Collateral owned by such Grantor or in which such Grantor has an interest from the security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least six Business Days prior to the date of the proposed release, a written request describing the items of Collateral and together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (c) In connection with the granting of a Lien permitted by Section 5.02(a)(iv) of the Credit Agreement in any real estate or equipment owned by a Grantor, the Collateral Agent shall, at such Grantor's request if required by the lender or lessor providing Debt to be secured by such Lien, at such Grantor's expense, either (i) subordinate the security interest granted hereby in the applicable item or items of Collateral owned by such Grantor to the Debt to be secured by such Lien on terms reasonably acceptable to the lender or lessor providing such Debt, or (ii) if such lender or lessor is not willing to accept a subordination of the security interest granted hereby, execute and deliver such documents as such Grantor shall reasonably request to evidence the release of such item or items of Collateral from the security interest granted hereby; provided, however, that such Grantor shall have delivered to the Collateral Agent, at least six Business Days prior to the date of the proposed subordination or release, a written request describing the items of Collateral and together with a form of subordination or release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (d) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than inchoate indemnification and reimbursement Obligations), (ii) the Termination Date and Date, (iii) the termination or expiration of all Letters of Credit Credit, and (iv) the expiration or termination of all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Security Agreement (Davita Inc), Security Agreement (Davita Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default under Section 6.01(a) or (f) under the Credit Agreement and no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration (or cash collateralization on terms acceptable to the Collateral Agent) of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Landrys Restaurants Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor's request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s 's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the proposed releaseAgent, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to the applicable Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s 's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Debt Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), including, without limitation, as contemplated by Section 8.11 of the Credit Agreement, the Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Tanner Chemicals Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Grantor, the terms Designated Purchaser on behalf of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent Secured Parties will, at such Grantor’s expense's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative AgentDesignated Purchaser, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Designated Purchaser (which release shall be in form and substance satisfactory to the Designated Purchaser) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Transaction Documents and as to such other matters as the Administrative Agent Designated Purchaser may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, at the discretion of Grantor, to either reinvestment in the business of Grantor or any payment to be made in connection therewith, in accordance with Section 2.06 redemption of the Credit Agreement shall, to the extent so required, be paid or made to, or Notes in accordance with the instructions of, the Administrative Agent when terms and as required under Section 2.06 conditions of the Credit AgreementNotes. Notwithstanding the foregoing, it is understood and agreed that all sales of goods and inventory (including laser systems, disposables and related items) made in the ordinary course of business shall automatically be released from the liens created by this Agreement and shall not require any further act by or notice to the Designated Purchaser or the Designated Purchaser. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Designated Purchaser will, at the applicable Grantor’s expense's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral, if any, then held by the Designated Purchaser.

Appears in 1 contract

Samples: Secured Loan Agreement (Diomed Holdings Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations and (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Servico Market Center Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten two (2) Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) each Grantor shall comply with Section 2.07 of the proceeds of Credit Agreement with respect to any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementdisposition. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDischarge, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s Grantors’ expense, execute and deliver to such Grantor Grantors such documents as such any Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Chemtura CORP)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales any Disposition among Loan Parties or to any Subsidiary of Inventory in any Loan Party) and the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.03 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (other than Unaccrued Indemnity Claims) and (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsScheduled Maturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, or authorize such Grantor to prepare and file such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Second Lien Security Agreement (Terremark Worldwide Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 11.01 of the Credit Agreement, or upon the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed releaserelease (or such shorter period as may be reasonably acceptable to the Administrative Agent), a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: u.s. Security Agreement (Nortek Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days 10 days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.04 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (ii) except in respect of indemnification that survives repayment of the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsindebtedness), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Phonetel Technologies Inc)

Release; Termination. (a) Upon any sale, lease, transfer or --------------------- other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) in the case of a transaction effected under Section 5.02(e)(vi) or (vii) of the Credit Agreement, at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten six Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (a) Upon the sale of any Equity Interests in any Grantor in accordance with the provisions of Section 5.02(m)(iii) of the Credit Agreement, the Collateral Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of all items of Collateral owned by such Grantor or in which such Grantor has an interest from the security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least six Business Days prior to the date of the proposed release, a written request describing the items of Collateral and together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (b) In connection with the granting of a Lien permitted by Section 5.02(a)(iv) of the Credit Agreement in any real estate or equipment owned by a Grantor, the Collateral Agent shall, at such Grantor's request if required by the lender or lessor providing Debt to be secured by such Lien, at such Grantor's expense, either (i) subordinate the security interest granted hereby in the applicable item or items of Collateral owned by such Grantor to the Debt to be secured by such Lien on terms reasonably acceptable to the lender or lessor providing such Debt, or (ii) if such lender or lessor is not willing to accept a subordination of the security interest granted hereby, execute and deliver such documents as such Grantor shall reasonably request to evidence the release of such item or items of Collateral from the security interest granted hereby; provided, however, that such Grantor shall have delivered to the Collateral Agent, at least six Business Days prior to the date of the proposed subordination or release, a written request describing the items of Collateral and together with a form of subordination or release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (c) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than inchoate indemnification and reimbursement Obligations), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Tri City Dialysis Center Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Pledged Collateral of any Grantor in accordance with the terms Section 7.05 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Credit Agreement, the Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Pledged Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed releaserelease (or such shorter time to which Administrative Agent may consent), a written request for release describing the item of Pledged Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance reasonably satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsfor any Grantor, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall automatically terminate and all rights to the Pledged Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Collateral of such Grantor then held by the Administrative Agent.

Appears in 1 contract

Samples: Pledge and Security Agreement (Internap Network Services Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor or release of any Guaranty by a Grantor, in each case in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that provided that: (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, , (ii) such Grantor shall have delivered to the Administrative Agent, at least ten 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the all Secured Obligations, (ii) the Termination Date termination or expiration of all Commitments and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsLender Contracts, the pledge and security interest granted hereby hereunder shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Grantors. (c) Upon any such terminationtermination of the security interests and/or release of Collateral as provided in this Section 21, the Administrative Agent will, at the expense of the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor it shall reasonably request to evidence the termination of such terminationsecurity interests or the release of such Collateral, as the case may be.

Appears in 1 contract

Samples: Pledge and Security Agreement (Sandridge Energy Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents (other than sales of Inventory Documents, such Collateral shall be released from the assignment and security interest granted hereby, and in the ordinary course of business)connection therewith, the Administrative Agent Lender will, at such Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence the release of such item of Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement 2.02, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent Lender when and as required under Section 2.06 2.02, and (iii) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Lender of the Credit AgreementNet Cash Proceeds arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Maturity Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsthe Chicago Guaranty, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Administrative Agent Lender will, at the applicable Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Secured Debtor in Possession Credit and Security Agreement (Ata Holdings Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementrequest. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent obligations not yet accrued and payable), (ii) the Termination Latest Maturity Date of all Term Loans and Term Commitments and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsAgreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable Hedge Bank have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: First Lien Credit Agreement (GMS Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days (or such shorter period as is agreed to by the Agent) prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementrequest. (b) Upon The Agent shall promptly release in accordance with Section 21(c) all the Collateral upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsor the provision of cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) In furtherance of the undertaking set forth above in Section 21(b), the Agent shall, upon the request of each Grantor accompanied by a certificate of the Chief Financial Officer, Treasurer or Controller of such Grantor, upon which the Agent may conclusively rely without independent verification, to the effect that all Secured Obligations under the Credit Agreement and the other Loan Documents have been, or will, concurrently with the release of the Collateral be, paid in full in cash and all Commitments thereunder terminated (and if such Secured Obligations have not previously been so paid, describing the source(s) of funds for such repayment) and all Letters of Credit have terminated or expired (or cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof has been provided). If the Agent shall receive a certificate of this type, the Agent shall deliver a notice by registered mail to the Agent stating that the Agent will release such Collateral only upon receipt from the Agent of instructions to do so.

Appears in 1 contract

Samples: Pledge and Security Agreement (Chemtura CORP)

Release; Termination. (a) 24.1. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory Inventory, equipment and other obsolete or worn-out equipment in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.03 of the Credit Agreement. (b) 24.2. Upon the latest of (i) the payment in full in cash of the Secured Obligations, (other than contingent indemnification and reimbursement claims in respect of which no claim for payment has been asserted by the Person entitled thereto) and (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (TLC Vision Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Debtor in Possession Credit Agreement (Stage Stores Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent willshall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or transferor other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with to the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantor subject to the Third Lien Intercreditor and Subordination Agreement, the First Lien Credit Agreement, the Loan Documents (as defined in the First Lien Credit Agreement), the Second Lien Credit Agreement, the Loan Documents (as defined in the Second Lien Credit Agreement), the Credit Agreement and the Loan Documents. Upon any such termination, the Administrative Collateral Agent willshall, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Itc Deltacom Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, the pledge and security interest granted hereby in such Collateral shall automatically be released. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten two Business Days prior to the date of the proposed release, a written request for release describing with details reasonably satisfactory to the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, Agent (including, without limitation, the price thereof and any expenses in connection therewithitems of Collateral being released), together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.07 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.07 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Security Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Polycom Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request reasonably request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.05(b) of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Maturity Date and (iii) the termination or termination, expiration or, if agreed by the applicable L/C Issuer in its sole discretion, cash collateralization of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Alliant Techsystems Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor Loan Party shall have delivered to the Administrative Agent, at least ten 5 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor Loan Party to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.06, and (iv) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Administrative Agent of the Credit AgreementNet Cash Proceeds arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Administrative Agent will, at the applicable GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Dana Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations and (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsTermination, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Med E America Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any the Grantor in accordance with the terms of the Loan Documents this Agreement (other than sales of Product Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such the Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such the Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such the Grantor to the effect that the transaction is in compliance with the Loan Documents Indentures and this Agreement and as to such other matters as the Administrative Collateral Agent may request request, (iii) the Grantor shall have delivered any opinions as required under the Indentures and Section 314(d) of the Trust Indenture Act of 1939 and (iiiiv) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement Indentures shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementCollateral Agent. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations and (ii) the Termination Date and (iii) maturity date of the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsNotes in effect from time to time, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Viropharma Inc)

Release; Termination. (a) Upon any sale, lease, transfer -------------------- or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release -------- ------- no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days 10 days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.04 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (ii) except in respect of indemnification that survives repayment of the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsindebtedness), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Davel Communications Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory Documents, or upon any Subsidiary ceasing to be a Material Subsidiary, the security interests granted under this Agreement by such Grantor in such Collateral or in the ordinary course shares of business)stock or other equity interests (including, without limitation, any Initial Pledged Equity) of such Subsidiary that has ceased to be a Material Subsidiary shall immediately terminate and automatically be released and Agent will promptly deliver at the Administrative Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at no such documents shall be required unless such Grantor, or lesser period of time agreed by the time of such request and such release no Default shall have occurred and be continuingAgent, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed releasesuch documents are required by Grantor, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to the applicable Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Canadian Security Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Grantor, the terms Designated Purchaser on behalf of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent Secured Parties will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative AgentDesignated Purchaser, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Designated Purchaser (which release shall be in form and substance satisfactory to the Designated Purchaser) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Transaction Documents and as to such other matters as the Administrative Agent Designated Purchaser may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, at the discretion of Grantor, to either reinvestment in the business of Grantor or any payment to be made in connection therewith, redemption of the Class A Notes in accordance with Section 2.06 3 of the Credit Class A Notes. Notwithstanding the foregoing, it is understood and agreed that all sales of goods and inventory (including laser systems, disposables and related items) made in the ordinary course of business shall automatically be released from the liens created by this Agreement shall, and shall not require any further act by or notice to the extent so required, be paid Designated Purchaser or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDesignated Purchaser. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Designated Purchaser will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral, if any, then held by the Designated Purchaser.

Appears in 1 contract

Samples: Note Purchase Agreement (Diomed Holdings Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementrequest. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Esterline Technologies Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, or upon any Subsidiary ceasing to be a Material Subsidiary, the Administrative security interests granted under this Agreement by such Grantor shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed releasesuch documents are required by Grantor, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.10(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.10(b) of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsAdvances and each other payment obligation of any Loan Party of which the Company has knowledge under any Loan Document, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate immediately and automatically and all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative security interest in such Collateral shall automatically terminate and, as promptly as practicable, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementreasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations under the Credit Agreement (other than contingent obligations), (ii) the Termination Date and (iii) the termination termination, expiration, cash collateralization or expiration provision of other credit support satisfactory to the Issuing Bank of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Building Materials Manufacturing Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations other than under indemnification provisions for which claims have not been asserted, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsAgreements which have not otherwise been provided for in a manner satisfactory to the Issuing Bank or the Hedge Bank, as the case may be, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Kansas City Southern)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales or to the extent authorized in Section 9.11 of Inventory in the ordinary course of business)Credit Agreement, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten three Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the material terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof Applicable Release Price for such Collateral (if applicable) and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than any contingent indemnity obligations for which no claim has been made on the date of such payment in full), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Maguire Properties Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms Section 7.05 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Credit Agreement, the Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed releaserelease (or such shorter time to which Administrative Agent may consent), a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance reasonably satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsfor any Grantor, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Administrative Agent.

Appears in 1 contract

Samples: Pledge and Security Agreement (Internap Network Services Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: First Lien Security Agreement (Hexacomb CORP)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents (other than sales of Inventory Documents, such Collateral shall be released from the assignment and security interest granted hereby, and in the ordinary course of business)connection therewith, the Administrative Collateral Agent will, at such Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence the release of such item of Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement , shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.06, and (iii) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Credit AgreementNet Cash Proceeds arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Maturity Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Us Airways Group Inc)

Release; Termination. (a) Upon any sale, lease, -------------------- transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements(unless such Letters of Credit are cash collateralized in accordance with the provisions of the Credit Agreement), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Amf Bowling Inc)

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Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with not prohibited by the terms of the Loan Documents (other than sales to another Loan Party or to a Person becoming or required to become a Loan Party at the time of Inventory in the ordinary course of businesssuch sale, lease, transfer or other disposition), (y) any transaction not prohibited by the terms of the Loan Documents, resulting in a Grantor owning any Collateral becoming an Excluded Subsidiary or being released from its obligations under the Guaranty, or (z) any transaction not prohibited by the terms of the Loan Documents, resulting in Collateral becoming Excluded Assets, in each case, the assignment, pledge and security interest granted hereby with respect to such collateral shall automatically terminate and all rights to such Collateral shall revert to such Grantor and the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment assignment, pledge and security interest granted hereby; provided, however, that (i) at that, if requested by the time of such request and such release no Default shall have occurred and be continuingAdministrative Agent, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithrelease, together with a form of release for execution by the Administrative Agent and Agent, a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters supporting information as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementreasonably request. (b) Upon the latest termination of (i) the Aggregate Commitments and the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification or other contingent obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements, (ii) the Termination Date in each case, as to which no claim has been asserted), and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements(other than Letters of Credit which have been Cash Collateralized), the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Keyw Holding Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may reasonably request and (iii) the portion of proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration separate cash collateralization of all outstanding Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (McDermott International Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. Each Grantor acknowledges and agrees that the Collateral Agent shall be entitled to conclusively rely on a certification by the Borrower with respect to the items set forth in sub-clauses (i) through (iii) above. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit Credit, Secured Cash Management Agreements and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Steel Dynamics Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor or release of any Guaranty by a Grantor, in each case in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that provided that: (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, , (ii) such Grantor shall have delivered to the Administrative Agent, at least ten 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the all Secured Obligations, (ii) the Termination Date termination or expiration of all Commitments and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsLender Hedging Contracts, the pledge and security interest granted hereby hereunder shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Grantors. (c) Upon any such terminationtermination of the security interests and/or release of Collateral as provided in this Section 21, the Administrative Agent will, at the expense of the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor it shall reasonably request to evidence the termination of such terminationsecurity interests or the release of such Collateral, as the case may be.

Appears in 1 contract

Samples: Credit Agreement (Sandridge Energy Inc)

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents (other than sales to another Loan Party or to a Person becoming or required to become a Loan Party at the time of Inventory in the ordinary course of businesssuch sale, lease, transfer or other disposition), or (y) any transaction permitted by, and in accordance with, the Administrative Agent terms of the Loan Documents, resulting in a Grantor owning any Collateral becoming an Excluded Subsidiary or being released from its obligations under the Guaranty, in each case, the assignment, pledge and security interest granted hereby with respect to such collateral shall automatically terminate and all rights to such Collateral shall revert to such Grantor and the Lender will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment assignment, pledge and security interest granted hereby; provided, however, that (i) at that, if requested by the time of such request and such release no Default shall have occurred and be continuingLender, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Lender a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithrelease, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreement.by (b) Upon the latest termination of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest interests granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Lender will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Term Loan Security Agreement (Better Choice Co Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with Section 7.05 of each Secured Agreement, the terms Collateral Agent, acting on the instructions of the Loan Documents (other than sales of Inventory in the ordinary course of business)Applicable Authorized Representative, the Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release release, no Default shall have occurred and be continuingcontinuing and no Default will occur as a result thereof, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent (which release shall be in form and substance reasonably satisfactory to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent (or the Required Lenders through the Collateral Agent) may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition Disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.03 of the Term Loan Agreement and Section 2.05 of the Revolving Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.03 of the Term Loan Agreement and Section 2.05 of the Revolving Credit Agreement. (b) Upon the latest Discharge of (i) the payment in full in cash each of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementspledge, the pledge assignment and security interest granted hereby by such Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Collateral Agent.

Appears in 1 contract

Samples: Pledge and Security Agreement (Spansion Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales or as otherwise directed or required by any order of Inventory in the ordinary course of business)Bankruptcy Court, the Administrative security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral held by it, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the proposed releaseAgent, a written request for release describing the item of Collateral and the terms of consideration to be received in the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.15(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Administrative Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral.

Appears in 1 contract

Samples: Security Agreement (Eastman Kodak Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten two Business Days prior to the date of the proposed release, a written request for release describing with details reasonably satisfactory to the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, Agent (including, without limitation, the price thereof and any expenses in connection therewithitems of Collateral being released), together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.07 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.07 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Security Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Neustar Inc)

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Noteholder Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Article 9 or Section 10.02 of the Indenture, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Noteholder Documents or (other than sales z) the release of Inventory a Lien in any Collateral required by Section 2.06 of the ordinary course of businessIntercreditor Agreement, the Noteholder Collateral Agent will (without recourse and without representation and warranty), the Administrative Agent will, at such Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor Company shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be, from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor Company shall have delivered to the Administrative Noteholder Collateral Agent, at least ten (10) Business Days (or such shorter period as the Noteholder Collateral Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Noteholder Collateral Agent and a certificate an Officers’ Certificate and an Opinion of Counsel (as such Grantor terms are defined in the Indenture) to the effect that the transaction is in compliance with the Loan Noteholder Documents and as to such other matters as the Administrative Noteholder Collateral Agent may request and reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Noteholder Collateral Agent when and as required under Section 2.06 the Indenture, and (iv) it is hereby acknowledged and agreed that, notwithstanding anything contained herein or in any other Noteholder Document to the contrary, the sale of Equity Interests in a Grantor will not be deemed a sale or transfer of the Credit AgreementCollateral, if any, owned by such Grantor and the Noteholder Collateral Agent’s Lien will continue therein unless and until released in accordance with the terms hereof and of the other Noteholder Documents. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Noteholder Collateral Agent willwill (without recourse and without representation and warranty), at the applicable Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor Company shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Collateral Agreement (Affinia Group Intermediate Holdings Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition the release of any item of Collateral of any Grantor in accordance with the terms Section 12.03 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Indenture, the Administrative Collateral Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and and, if applicable, the terms of the sale, lease, transfer or other disposition giving rise to such release in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent (which release shall be in form and substance reasonably satisfactory to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Security Documents and the Indenture and as to such other matters as the Administrative Collateral Agent may reasonably request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 4.07 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 4.07 of the Credit AgreementIndenture. (b) Upon the latest release of (i) the payment in full in cash any Grantor pursuant to Section 10.05 of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsIndenture, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Collateral Agent.

Appears in 1 contract

Samples: Second Lien Pledge and Security Agreement (Cenveo, Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, the pledge and security interest granted hereby in such Collateral shall automatically be released. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedprovided , howeverhowever , that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten two Business Days prior to the date of the proposed release, a written request for release describing with details reasonably satisfactory to the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, Agent (including, without limitation, the price thereof and any expenses in connection therewithitems of Collateral being released), together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.07 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.07 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Security Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Polycom Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten seven Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and request. (iiib) the proceeds Upon any permitted Transfer or release of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, a Borrowing Base Asset in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 5.02(e)(ii)(C) of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of any item of Collateral related to such Borrowing Base Asset from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing or shall result from such Transfer and (ii) such Grantor shall have delivered to the Collateral Agent, at least seven Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral, including a form of release for execution by the Collateral Agent. (bc) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (Campus Crest Communities, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory Inventory, equipment and other obsolete or worn-out equipment in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.04 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Revolver Termination Date, (iii) the Term Facility Termination Date and (iiiiv) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Credit Agreement (TLC Vision Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor Loan Party shall have delivered to the Administrative Agent, at least ten 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor Loan Party to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.06, and (iv) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Administrative Agent of the Credit AgreementNet Cash Proceeds arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Administrative Agent will, at the applicable GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (Worldcom Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent willshall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or transferor other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the First Amended Second Lien Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with to the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the First Amended Second Lien Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantor subject to the Intercreditor and Subordination Agreements, the Third Amended Credit Agreement, the Loan Documents (as defined in the Third Amended Credit Agreement), the Third Lien Credit Agreement and the Loan Documents (as defined in the Third Lien Credit Agreement). Upon any such termination, the Administrative Collateral Agent willshall, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Itc Deltacom Inc)

Release; Termination. (a) (i) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents Documents, (other than sales of Inventory x) the security interests created hereby in such Collateral shall automatically terminate and (y) the ordinary course of business), the Administrative Agent willCollateral Agent, at the request and sole expense of such Grantor’s expense, shall promptly execute and deliver to such Grantor all releases or other documents, and take such documents other actions, in each case as are reasonably necessary to evidence such automatic release of the security interests created hereby in such Collateral; (ii) at the request and sole expense of the Borrower, in the event that a Grantor ceases to be a Designated Subsidiary as a result of a sale, transfer or other disposition of all of the Equity Interests in such Grantor in a transaction permitted by the Credit Agreement, such Grantor shall be automatically released from its obligations hereunder and any security interest in any Collateral granted hereunder by such Grantor to the Collateral Agent shall be automatically released and, in that connection, the Collateral Agent shall take all actions reasonably request necessary to evidence the such automatic release of such item of Collateral from the assignment obligations and security interest granted herebyinterests; provided, however, that in each case under clause (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor above, the Borrower shall have delivered to the Administrative Collateral Agent, at least ten three Business Days prior to the date of the proposed release, a written request for such release describing (A) if applicable, the Grantor to be released from its obligations hereunder and (B) the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithto be released, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iiiC) the proceeds of any such sale, lease, transfer or other disposition disposition, if any, that are required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Madison River Capital LLC)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory or Licenses granted in the ordinary course of business), the Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 3.1.1 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 3.1.1 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRate Protection, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Pledge and Security Agreement (Marvel Enterprises Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten two (2) Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) each Grantor shall comply with Section 2.05 of the proceeds of Credit Agreement with respect to any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit Agreementdisposition. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDischarge, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s Grantors’ expense, execute and deliver to such Grantor Grantors such documents as such any Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Chemtura CORP)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent Lender will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default Enforcement Event shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative AgentLender, at least ten Business Days 10 business days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 Article II of the Credit Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent Lender when and as required under Section 2.06 Article II of the Credit Loan Agreement. (b) Upon any sale or transfer of Collateral permitted by the terms of the Loan Agreement and the transfer and sale of Inventory in the ordinary course of business, the security interest created hereunder in such Collateral (but not the proceeds thereof) shall be released and the Lender will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release. (c) Upon the latest of (i) the payment in full in cash of the Secured Obligations, or (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsMaturity Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Lender will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Intercallnet Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales or otherwise as specified in Section 9.10 of Inventory in the ordinary course of business)Credit Agreement, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedprovided , howeverhowever , that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days five days prior to the date of the proposed releaserelease (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the Termination Date and (iii) the expiration or termination or expiration Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Madison Square Garden Entertainment Corp.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms Section 7.05 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Credit Agreement, the Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) or the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, Required Lenders through the Administrative Agent when and as required under Section 2.06 of the Credit AgreementAgent) may reasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) On the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby by each Grantor hereunder shall terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (HFF, Inc.)

Release; Termination. l 2 (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory inventory in the ordinary course of business), the Administrative Agent Lender will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative AgentLender, at least ten Business Days (five days in the case of the proposed sale of any individual vehicle on which Lender has a lien) prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement therewith shall, to the extent so requiredrequired under the Credit Agreement, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of the Credit AgreementLender. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations and (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent Lender will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Verity Corp.)

Release; Termination. (a) (x) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), and (y) upon the occurrence of the Collateral Release Date, the Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, in the case of a release pursuant to clause (x) above, (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as together with a form of release for execution by the Administrative Agent may request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.05 of the Credit Agreement. In addition, after December 31, 2005, the Administrative Agent agrees to release the security interest granted hereunder by those Grantors that are Subsidiaries of the Borrower, and to execute and deliver (at the Borrower's expense) all documents or other instruments that the Borrower shall reasonably request to evidence such termination and release, so long as at such time (x) no Default or Event of Default has occurred and is continuing, (y) no such Grantor qualifies as a Material Subsidiary and all such Grantors taken together as one entity would not qualify as a Material Subsidiary and (z) the guaranty of such Grantors in favor of the holders of any Subordinated Notes will be terminated simultaneously therewith, subject to receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower as to the satisfaction of the conditions set forth in the preceding clauses (x), (y) and (z), showing the calculations used in determining compliance with clause (y). Notwithstanding any other provision herein to the contrary, upon the consummation of any Qualified Receivables Transaction (including without limitation any sales, conveyances or other transfers of Receivables Program Assets thereunder), the security interest granted hereunder in any Receivables Program Assets subject to such Qualified Receivables Transaction shall be automatically released. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date termination in full of the Commitments and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsAgreements (or, in the case of Letters of Credit, the Cash Collateralization thereof in an amount equal to 105% of the face value thereof), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Del Monte Foods Co)

Release; Termination. (a) Upon any the sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Section 5.02(d) of the Credit Agreement and the other terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Agent will, at such the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment pledge and security interest granted herebyhereunder; providedPROVIDED, howeverHOWEVER, that that: (i) at the time of and after giving PRO FORMA effect to such request and such release release, no Default shall have occurred and be continuing, ; (ii) such Grantor shall have delivered to the Administrative Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of certification by such Grantor to the effect that the subject transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and reasonably request; and (iii) the proceeds Net Cash Proceeds of any such sale, lease, transfer or other disposition required shall be applied to be applied, or any payment to be made in connection therewith, prepay the Advances outstanding at such time in accordance with Section 2.06 of the Credit Agreement shallwith, and to the extent so requiredrequired under, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.06(b) of the Credit Agreement. (b) Upon the latest later of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Bank Hedge AgreementsAgreements and the Termination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon any such termination, the Administrative Agent will, at the applicable each Grantor’s 's sole expense, return to such Grantor such Collateral of such Grantor in the Administrative Agent's possession as shall not have been sold or otherwise applied pursuant to the terms of the Loan Documents, and will execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and revision.

Appears in 1 contract

Samples: Security Agreement (Accuride Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms Section 7.05 of the Loan Documents (other than sales of Inventory in the ordinary course of business)Credit Agreement, the Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) or the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, Required Lenders through the Administrative Agent when and as required under Section 2.06 of the Credit AgreementAgent) may reasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsfor any Grantor, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Amylin Pharmaceuticals Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales any Disposition among Loan Parties or to any Subsidiary of Inventory in any Loan Party) and the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.03 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than Unaccrued Indemnity Claims), (ii) the Termination Scheduled Maturity Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, or authorize such Grantor to prepare and file such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: First Lien Security Agreement (Terremark Worldwide Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Revolving Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 the Revolving Loan Agreement and (iv) with respect to sales of Equipment and Inventory in the Credit Agreementordinary course of business and other sales and dispositions that are explicitly permitted by the Loan Agreements, the Liens granted herein shall be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations as to which no demand has been made), (iiand, in respect of the Bridge Loan Agreement, subject to Section 2.03(d) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreementsthereof, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Adams Respiratory Therapeutics, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as together with a form of release for execution by the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be the applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date termination in full of the Commitments and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsSwap Contracts (or, in the case of Letters of Credit, the cash collateralization thereof in an amount equal to 105% of the face value thereof), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Del Monte Foods Co)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 Article II of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 Article II of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Revolving Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Midway Games Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent willshall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or transferor other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with to the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent willshall, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Itc Deltacom Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.11 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.11 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Term Loan Maturity Date and (iii) the termination or expiration of all Letters of Credit (other than Letters of Credit that are cash collateralized or backstopped by another letter of credit, in each case to the reasonable satisfaction of the Administrative Agent and the Issuing Bank) and all Secured Hedge Cash Management Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (LifeCare Holdings, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (to a Person other than another Grantor) in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(e) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten three (3) Business Days (or such shorter period as the Collateral Agent may agree in its sole discretion) prior to the date of the proposed release, a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and Documents, (iii) with respect to sales of Equipment and Inventory in the proceeds ordinary course of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 of business that are permitted by the Credit Agreement, the Liens granted herein shall be deemed to be released with no further action on the part of any Person, and (ivii ) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (iiObligations in accordance with Section 1.02(b) of the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsAgreement, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute execute, assign, transfer and deliver to such Grantor such documents and instruments (including, but not limited to UCC-3 termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination; provided that such documents and instruments shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of any Liens without recourse or warranty.

Appears in 1 contract

Samples: Asset Based Loan Credit Agreement (Express, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.11 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 2.11 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Term Loan Maturity Date and (iii) the termination or expiration of all Letters of Credit (other than Letters of Credit that are cash collateralized or backstopped by another letter of credit, in each case to the reasonable satisfaction of the Administrative Agent and the Issuing Bank) and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.. Project Trinity Security Agreement

Appears in 1 contract

Samples: Security Agreement (LifeCare Holdings, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, or upon the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 2.05 of the Credit Agreement. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: u.s. Security Agreement (Nortek Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Note Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Note Documents and as to such other matters as the Administrative Collateral Agent may request reasonably request, and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 4.10 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 4.10 of the Credit AgreementIndenture. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (ii) other than (with respect contingent indemnification obligations not yet accrued and payable under the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsNote Documents), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Second Lien Security Agreement (Universal Hospital Services Inc)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (to a personPerson other than another Grantor) in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(e) of the Term Loan Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten three (3) Business Days (or such shorter period as the Collateral Agent may agree in its sole discretion) prior to the date of the proposed release, a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and Documents, (iii) with respect to sales of Equipment and Inventory in the proceeds ordinary course of business that are permitted by the Term Loan Agreement, the Liens granted herein shall be deemed to be released with no further action on the part of any Person, and (ivii ) such salerelease shall not in any manner discharge, lease, transfer affect or other disposition required to be applied, impair the Secured Obligations or any payment to be made Liens (other than those expressly being released) upon (or obligations of any Grantor in connection therewithrespect of) all interests in the Collateral retained by any Grantor, in accordance with Section 2.06 including, without limitation, the Proceeds of any sale of the Credit Agreement shallCollateral, all of which shall continue to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06 constitute part of the Credit AgreementCollateral. (b) Upon the latest of (i) the payment Payment in full in cash Full of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute execute, assign, transfer and deliver to such Grantor such documents and instruments (including, but not limited to UCC-3 termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination; provided that such documents and instruments shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of any Liens without recourse or warranty.

Appears in 1 contract

Samples: Asset Based Term Loan Agreement (Express, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents (other than sales of Inventory Documents, such Collateral shall be released from the assignment and security interest granted hereby, and in the ordinary course of business)connection therewith, the Administrative Agent Lender will, at such GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence the release of such item of Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement 2.02, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent Lender when and as required under Section 2.06 2.02, and (iii) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Lender of the Credit AgreementNet Cash Proceeds, to the extent required under Section 2.02, arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, Obligations (other than contingent indemnification obligations which are not then due and payable) and (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Administrative Agent Lender will, at the applicable GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Debtor in Possession Credit and Security Agreement

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Administrative security interest in such Collateral will automatically be released without further action by any party and the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(g) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten three (3) Business Days prior to the date of the proposed release, a written request for release in reasonable detail describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewithCollateral, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and Documents; (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 of the Credit Agreement, and (iv) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash Proceeds arising from the sale or disposition of such Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured ObligationsObligations (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsCredit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the applicable Grantor’s expense, execute and approve, execute, assign, transfer and/or deliver to such Grantor such documents and instruments (including, but not limited to UCC termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: Security Agreement (Dana Holding Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with not prohibited by the terms of the Loan Note Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall prepare and reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with not prohibited by the Loan Note Documents and as to such other matters as the Administrative Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 4.10 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent when and as required under Section 2.06 4.10 of the Credit AgreementIndenture. (b) Upon Notwithstanding any provision to the latest contrary set forth in clause (a) of this Section 27, at such time as (i) the payment First Priority Lien Obligations have been satisfied in full in cash in accordance with the terms thereof and all commitments and letters of the Secured Obligations, credit thereunder have been terminated or (ii) the Termination Date and (iii) holders of the termination First Priority Liens have released their First Priority Liens on all or expiration any portion of all Letters of Credit and all Secured Hedge Agreementsthe Collateral, the pledge assignment and security interest granted hereby by this Agreement (the “Second Priority Liens”) will also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this sentence, in the event that an Event of Default shall terminate have occurred and be continuing as of the date on which the First Priority Lien Obligations are repaid in full and terminated as described in clause (i), the Second Priority Liens on the Collateral will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral and, thereafter, the Trustee (acting at the direction of the Holders of a majority in outstanding principal amount of Notes) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but, in such event, the Second Priority Liens will be released when such Event of Default and all rights other Events of Default under this Indenture shall cease to exist), and (y) in the case of clause (ii) of this sentence, if the First Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes will then be secured by the Second Priority Liens on such Collateral, to the Collateral shall revert same extent provided pursuant to the applicable GrantorSecurity Documents. Upon If the Company subsequently Incurs obligations under the Credit Agreement or other First Priority Lien Obligations which are secured by assets of the Company or the Guarantors of the type constituting Collateral, then the Second Priority Lien Obligations will be secured at such time by a Second Priority Lien on the collateral securing such First Priority Lien Obligations to the same extent provided by this Agreement. (c) Notwithstanding any such terminationprovision to the contrary set forth in clause (a) of this Section 27, the Administrative Agent willSecond Priority Liens will be released automatically and without the need for any further action by any Person (so long as such release is in compliance with the Trust Indenture Act): (i) as to all of the Collateral, upon payment in full of the principal of, and accrued and unpaid interest (including Additional Interest) and premium, if any, on the Notes; (ii) as to all of the Collateral, upon discharge of the Notes in accordance with the provisions described under Article Eight of the Indenture or Section 11.01 of the Indenture; (iii) as to any property or assets constituting Collateral that is sold, transferred or otherwise disposed of by the Company or any of its subsidiaries in a transaction not prohibited by this Indenture, at the applicable Grantor’s expensetime of such sale, execute and deliver transfer or disposition; and (iv) as to any property constituting Collateral that is owned or by a Guarantor that has been released from its obligations under its Note Guarantee in accordance with Section 4.17(f) of the Indenture, concurrently with the release of such Grantor such documents as such Grantor shall reasonably request to evidence such terminationGuarantee.

Appears in 1 contract

Samples: Second Lien Security Agreement (Hexacomb CORP)

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