Common use of Release upon Asset Sale Clause in Contracts

Release upon Asset Sale. So long as no Event of Default has occurred and is continuing at the time of any Asset Sale, upon any Asset Sale effected in compliance with the provisions of the Indenture, Collateral which is the subject of such sale shall be released from the Lien of this Agreement in accordance with the provisions of the Indenture, this Agreement and the TIA. In such event, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release required to effect the release of such Collateral upon (i) delivery by the Company to the Trustee of an Officers' Certificate setting forth the aggregate amount of the Net Proceeds to be received upon such Asset Sale, (ii) in the case of a Principal Asset Sale, receipt by the Trustee of such Net Proceeds to be held as Trust Moneys hereunder and (iii) the delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect that all of the applicable conditions precedent and other requirements of the Indenture and this Agreement in connection with such Asset Sale have been complied with and, in the case of such Opinion of Counsel with respect to a Principal Asset Sale, that all action has been effected as shall be necessary to create, perfect and make enforceable a Lien under this Agreement on any other consideration constituting Collateral and required hereby to be delivered to the Trustee in connection with such Asset Sale. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to deliver to the Trustee as Collateral any proceeds of any Asset Sale that do not constitute Net Proceeds, and any such other proceeds may be retained by or delivered to or upon the order of the Company, unless such other proceeds shall thereafter become Net Proceeds, in which event they shall be delivered to the Trustee as Collateral.

Release upon Asset Sale. So long as no Default or Event of Default has occurred and is continuing at the time of any Asset Salecontinuing, upon any Asset Sale effected in compliance with the provisions of the IndentureIndenture (including the provisions of Section 3.09 thereof), Collateral which is the subject of such a sale or other disposition shall be released from the Lien of created by this Agreement in accordance with the provisions of the Indenture, this Agreement and the TIA. In such eventthat connection, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release (prepared by the Company) reasonably required to effect the release of such Collateral upon (i) delivery by the Company to the Trustee of an Officers' Certificate certifying that all conditions precedent under the Indenture to such Asset Sale have been met and setting forth the aggregate amount of the Net Cash Proceeds to be received upon such Asset Sale, (ii) in the case of a Principal Asset Sale, receipt by the Trustee of such Net Cash Proceeds to be held as Trust Moneys hereunder (or, if such Asset Sale shall occur prior to the Bank Credit Agreement Payment Date, receipt of the same by the Banks or an agent or representative on their behalf) and (iii) the delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect that all of the applicable conditions precedent and other requirements of the Indenture and this Agreement in connection with such Asset Sale have been complied with and, in the case of such Opinion of Counsel with respect to a Principal Asset Sale, stating that all action has been effected as shall be necessary to create, perfect and make enforceable a Lien under this Agreement on any other consideration constituting Collateral and required hereby to be delivered to the Trustee received in connection with such Asset Sale. Notwithstanding The Trustee shall have no duty or obligation to verify the facts or statements set forth in any provision Officers' Certificate to be provided to the Trustee in accordance with this Section 5.03(c). To the extent applicable, the Company shall cause Section 314(d) of the TIA relating to the release of Collateral from the Lien of this Agreement to be complied with. Any certificate or opinion required by Section 314(d) of the contrary, the Company shall not be required to deliver to the Trustee as Collateral any proceeds of any Asset Sale that do not constitute Net Proceeds, and any such other proceeds TIA may be retained made by or delivered to or upon the order any Officer of the Company, unless provided that, to the extent required by Section 314(d) of the TIA, any such other proceeds shall thereafter become Net Proceeds, in which event they certificate or opinion shall be delivered to made by an "independent appraiser" or other "expert" (as such terms are used in Section 314(d) of the Trustee as CollateralTrust Indenture Act).

Release upon Asset Sale. So long as no Default or Event of Default has occurred and is continuing at the time of any Asset Salecontinuing, upon any Asset Sale effected in compliance with the provisions of the IndentureIndenture (including the provisions of Section 3.09 thereof), Collateral which is the subject of such a sale or other disposition shall be released from the Lien of created by this Agreement in accordance with the provisions of the Indenture, this Agreement and the TIA. In such eventthat connection, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release (prepared by the Company) reasonably required to effect the release of such Collateral upon (i) delivery by the Company to the Trustee of an Officers' Certificate certifying that all conditions precedent under the Indenture to such Asset Sale have been met and setting forth the aggregate amount of the Net Cash Proceeds to be received upon such Asset Sale, (ii) in the case of a Principal Asset Sale, receipt by the Trustee of such Net Cash Proceeds to be held as Trust Moneys hereunder (or, if such Asset Sale shall occur prior to the Bank Credit Agreement Payment Date, receipt of the same by the Banks or an agent or representative on their behalf) and (iii) the delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect that all of the applicable conditions precedent and other requirements of the Indenture and this Agreement in connection with such Asset Sale have been complied with and, in the case of such Opinion of Counsel with respect to a Principal Asset Sale, stating that all action has been effected as shall be necessary to create, perfect and make enforceable a Lien under this Agreement on any other consideration constituting Collateral and required hereby to be delivered to the Trustee received in connection with such Asset Sale. Notwithstanding The Trustee shall have no duty or obligation to verify the facts or statements set forth in any provision Officers' Certificate to be provided to the Trustee in accordance with this Section 5.03(c). To the extent applicable, the Company shall cause Section 314(d) of the TIA relating to the release of Collateral from the Lien of this Agreement to be complied with. Any Security Pledge and Intercreditor Agreement certificate or opinion required by Section 314(d) of the contrary, the Company shall not be required to deliver to the Trustee as Collateral any proceeds of any Asset Sale that do not constitute Net Proceeds, and any such other proceeds TIA may be retained made by or delivered to or upon the order any Officer of the Company, unless provided that, to the extent required by Section 314(d) of the TIA, any such other proceeds shall thereafter become Net Proceeds, in which event they certificate or opinion shall be delivered to made by an "independent appraiser" or other "expert" (as such terms are used in Section 314(d) of the Trustee as CollateralTrust Indenture Act).