Common use of Sales or Transfers Clause in Contracts

Sales or Transfers. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Fund Document, or consented to in writing by the Majority Funds or all of the Funds, as applicable, the Agent shall (and is hereby irrevocably authorized by the Funds to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the Funds herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Upon the sale or transfer of all assets of an Obligor constituting Collateral which is permitted by the terms of any Fund Document, or consented to in writing by the Majority Funds or all of the Funds, as applicable, the Agent shall (and is hereby irrevocably authorized by the Funds to) execute such documents as may be necessary to release the Guarantee of such Obligor with respect to such Obligor, at the sole expense of the Obligors. Upon the Effective Date, the Guarantee by YRC Logistics Services, Inc., an Illinois corporation, is hereby automatically released and no longer effective with no further action required. Each Fund hereby appoints each other Fund as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the other Funds, in assets which, in accordance with Article 9 of the UCC or any other applicable law, can be perfected only by possession. Should any Fund obtain possession of any such Collateral, such Fund shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.

Sales or Transfers. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Fund Document, or consented to in writing by the Majority Funds or all of the Funds, as applicable, the Agent shall (and is hereby irrevocably authorized by the Funds to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the Funds herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Upon the sale or transfer of all assets of an Obligor constituting Collateral which is permitted by the terms of any Fund Document, or consented to in writing by the Majority Funds or all of the Funds, as applicable, the Agent shall (and is hereby irrevocably authorized by the Funds to) execute such documents as may be necessary to release the Guarantee of such Obligor with respect to such Obligor, at the sole expense of the Obligors. Upon the Effective Date, the Guarantee by YRC Logistics Services, Inc., an Illinois corporation, USF Xxxx Xxxxx Inc. is hereby automatically released and no longer effective with no further action required. Each Fund hereby appoints each other Fund as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the other Funds, in assets which, in accordance with Article 9 of the UCC or any other applicable law, can be perfected only by possession. Should any Fund obtain possession of any such Collateral, such Fund shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.

Sales or Transfers. Upon any sale or transfer Unless prior thereto Trustor shall have obtained the prior written consent of assets constituting Collateral Beneficiary, which is permitted pursuant to the terms of any Fund Document, or consented to in writing by the Majority Funds or all of the Funds, as applicable, the Agent shall (and is hereby irrevocably authorized by the Funds to) execute such documents as consent may be necessary to evidence the release of the Liens granted to the Agent for the Funds herein given or pursuant hereto upon the Collateral that was sold withheld in Beneficiary’s sole and absolute discretion, Trustor shall be in default hereunder: A. On sale, conveyance, assignment, further encumbrance or transferred; provided, however, that other transfer of: (i1) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations all or any Liens upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of the sale, all of which shall continue to constitute part of the CollateralTrust Property or any interest therein (whether voluntarily or by operation of law) other than leasing in the ordinary course of business; or (2) any beneficial interest of Trustor in the Trust Property; or B. If Trustor is a corporation, partnership, limited liability company, or other legal entity, upon any changes in the ownership of Trustor resulting in a transfer of fifty percent (50%) or more of such ownership interests (calculated on a cumulative basis) as of the date hereof. Upon the sale or transfer occurrence of all assets such an event of an Obligor constituting Collateral which is permitted by default, Beneficiary may, in its sole and absolute discretion, accelerate the terms of any Fund Document, or consented to in writing by the Majority Funds or all maturity of the Funds, as applicable, Note secured hereby so that the Agent shall (entire principal balance plus accrued interest to date and a prepayment premium is hereby irrevocably authorized by due and payable. In the Funds to) execute such documents as may be necessary to release the Guarantee of such Obligor with respect to such Obligor, at the sole expense of the Obligors. Upon the Effective Date, the Guarantee by YRC Logistics Services, Inc., an Illinois corporation, is hereby automatically released and no longer effective with no further action required. Each Fund hereby appoints each other Fund as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the other Funds, in assets which, in accordance with Article 9 of the UCC or any other applicable law, can be perfected only by possession. Should any Fund obtain possession event of any such Collateralacceleration of the Note, such Fund the prepayment premium shall notify be ten percent (10%) during the Agent thereof, and, promptly upon first three (3) loan years (as defined in the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral Note) and in accordance with the Agent’s instructionsprepayment privilege set forth in the Note thereafter. If a sale is proposed wherein the purchaser desires to assume and agree to pay the Note, Beneficiary may, in its sole and absolute discretion, approve such sale and assumption if it is satisfied with the purchaser, the terms of the sale and the interest rate on the Note. In connection with any such sale or transfer, reimbursement of all fees and costs incurred by Beneficiary, including attorneys’ fees and costs, and payment of an assumption fee of one percent (1%) of the then outstanding principal balance on the Note shall each be conditions to any such approval by Beneficiary. No transfer of the Trust Property shall relieve Trustor of its liability and obligations pursuant to the Loan Documents, unless agreed to by Beneficiary in writing. Notwithstanding the above and providing no default exists, transfers of ownership interest in the Trust Property between Trustor and another entity directly owned or controlled by Trustor will be permitted without invoking the one-time assumption provision in the preceding paragraph, provided that Beneficiary is provided notice and documentation of the transfer, that Trustor maintains management control of the Trust Property and that Beneficiary is reimbursed for any out-of-pocket costs which Beneficiary incurs relative to such transfer.