Common use of Termination or Release Clause in Contracts

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Secured Hedge Agreement or Cash Management Services not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder.

Appears in 4 contracts

Samples: Guaranty (J Crew Group Inc), Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)

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Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Obligations in respect of Specified Hedge Agreement or Agreements and Cash Management Services Obligations, in each case, not yet due and payable, ; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Hedge Cash Management Bank or Cash Management BankQualified Counterparty or applicable Secured Party, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Obligations in respect of Specified Hedge Agreements or and Cash Management Obligations Obligations, in each case to the extent not provided for thereunder.

Appears in 4 contracts

Samples: Security Agreement (BJ's Wholesale Club Holdings, Inc.), Lease Agreement (BJ's Wholesale Club Holdings, Inc.), Security Agreement (BJ's Wholesale Club Holdings, Inc.)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Obligations in respect of Secured Hedge Agreement or Agreements and Cash Management Services Obligations, in each case, not yet due and payable, ; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Hedge Cash Management Bank or Cash Management Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent or the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements or and Cash Management Obligations Obligations, in each case to the extent not provided for thereunder.

Appears in 4 contracts

Samples: Security Agreement (Chinos Holdings, Inc.), Credit Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Term Loan Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder.

Appears in 3 contracts

Samples: Guaranty (J Crew Group Inc), Credit Agreement (J Crew Group Inc), Guaranty (Chinos Holdings, Inc.)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL First Lien Credit Agreement and (ii) all principal and interest in respect of each Term Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Secured Specified Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank Qualified Counterparty or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Secured Specified Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder.

Appears in 3 contracts

Samples: Security Agreement (BJ's Wholesale Club Holdings, Inc.), Security Agreement (BJ's Wholesale Club Holdings, Inc.), Security Agreement (BJ's Wholesale Club Holdings, Inc.)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Obligations in respect of Secured Hedge Agreement or Agreements and Cash Management Services Obligations, in each case, not yet due and payable, ; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Hedge Cash Management Bank or Cash Management Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of and the Lenders have no further commitment to lend under the Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer)Agreement, provided, however, that in connection with the termination of this Agreement, the Administrative Agent or Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements or and Cash Management Obligations Obligations, in each case to the extent not provided for thereunder.

Appears in 3 contracts

Samples: Credit Agreement (J Crew Group Inc), Security Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or Agreements and Secured Cash Management Services Agreements, in each case, not yet due and payable, ; unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Hedge Cash Management Bank or Cash Management Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and (iv) all Letter of Credit L/C Obligations have been reduced to zero (or Cash Collateralized in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements or and Secured Cash Management Obligations Agreements, in each case to the extent not provided for thereunder.

Appears in 2 contracts

Samples: Security Agreement (Par Pharmacuetical, Inc.), Security Agreement (Par Pharmacuetical, Inc.)

Termination or Release. (a) This Agreement and the Guarantees Guarantee made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders Banks have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or Agreement, any Cash Management Services agreement or Other Obligations Document, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank, Cash Management Bank or Cash Management Bank, as the case may be, Other Obligations Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer) and (iv) all Letter of Credit L/C Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable L/C Issuer), ; provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Agreements, Cash Management Services agreements or Other Obligations Documents to the extent not provided for thereunder.

Appears in 2 contracts

Samples: Credit Agreement and General Security Agreement (Avon Products Inc), General Security Agreement (Avon Products Inc)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Secured Cash Management Services Agreement, in each case, not yet due and payable, unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and (iv) the Outstanding Amount of all Letter of Credit L/C Obligations have been reduced to zero (or Cash Collateralized in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Secured Cash Management Obligations Agreement to the extent not provided for thereunder.

Appears in 2 contracts

Samples: Guaranty (Par Pharmacuetical, Inc.), Security Agreement (Par Pharmacuetical, Inc.)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder.

Appears in 2 contracts

Samples: Security Agreement (Nexeo Solutions Finance Corp), Guaranty (Nexeo Solutions Finance Corp)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Second Lien Credit Agreement and (ii) all principal and interest in respect of each Term Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Secured Specified Hedge Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank Qualified Counterparty or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Secured Specified Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder.

Appears in 1 contract

Samples: Lease Agreement (BJ's Wholesale Club Holdings, Inc.)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Obligations in respect of Secured Hedge Agreement or Agreements, Cash Management Services Obligations and Other Obligations, in each case, not yet due and payable, ; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Cash Management Bank, Hedge Bank or Cash Management Other Obligations Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, all Commitment have expired or been terminated and the Banks have no further commitment to lend under the Credit Agreement, (iiiii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer) and (iviii) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable L/C Issuer), ; provided, however, that in connection with the termination of this Agreement, the Administrative Agent or the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements or Agreements, Cash Management Obligations and Other Obligations, in each case to the extent not provided for thereunder.

Appears in 1 contract

Samples: General Security Agreement (Avon Products Inc)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all the Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and terminated, (ii) all the principal of and interest in respect of on each Revolving Credit Loan (including Swing Line Loans) and all fees and other Guaranteed Secured Obligations (other than (Ax) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Secured Hedge Agreement or Cash Management Services not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, in respect thereof have not been madeindemnity obligations) shall have been paid in full in cashfull, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner an amount equal to 101.5% of the L/C Obligations or in respect of which other arrangements reasonably satisfactory to the applicable IssuerAdministrative Agent and L/C Issuers have been made) and (iv) all Letter of Credit L/C Obligations have been reduced to zero (or been Cash Collateralized or backstopped in a manner an amount equal to 101.5% of the L/C Obligations or in respect of which other arrangements reasonably satisfactory to the applicable IssuerAdministrative Agent and L/C Issuers have been made), provided, however, ; provided that in connection with the termination of this Agreement, the Administrative Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder.

Appears in 1 contract

Samples: Security Agreement (Dominion Textile (Usa), L.L.C.)

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Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Secured Cash Management Services Agreement, in each case, not yet due and payable, unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and (iv) the Outstanding Amount of all Letter of Credit L/C Obligations have been reduced to zero (or been Cash Collateralized in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Secured Cash Management Obligations Agreement to the extent not provided for thereunder.

Appears in 1 contract

Samples: Guaranty (BioArray Solutions LTD)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Swingline Loans) and all other Guaranteed Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or Cash Management Services Other Liabilities not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable IssuerIssuing Bank) and (iv) all Letter of Credit Obligations Outstandings have been reduced to zero (or Cash Collateralized in a the manner reasonably satisfactory to and amount set forth in the applicable IssuerCredit Agreement), ; provided, however, that in connection with the termination of Credit Agreement, this Agreement, and the Administrative Agent may require such indemnities as it Security Interest granted herein shall reasonably deem necessary be reinstated if at any time payment, or appropriate to protect any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the Secured Parties against (x) loss on account bankruptcy or reorganization of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunderGrantor.

Appears in 1 contract

Samples: Security Agreement (Radioshack Corp)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders Banks have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or Agreement, any Cash Management Services agreement or Other Obligations, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank, Cash Management Bank or Cash Management Bank, as the case may be, Other Obligations Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer) and (iv) all Letter of Credit L/C Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable L/C Issuer), ; provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Agreements, Cash Management Obligations or Other Obligations to the extent not provided for thereunder.

Appears in 1 contract

Samples: General Security Agreement (Avon Products Inc)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Obligations in respect of Secured Hedge Agreement or Agreements and Secured Cash Management Services Agreements, in each case, not yet due and payable, ; unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Hedge Cash Management Bank or Cash Management Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and (iv) all Letter of Credit L/C Obligations have been reduced to zero (or Cash Collateralized in Collateralized, back-stopped by a manner letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements or and Secured Cash Management Obligations Agreements, in each case to the extent not provided for thereunder.

Appears in 1 contract

Samples: Security Agreement (BioArray Solutions LTD)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and Agreement, (ii) all principal and interest in respect of each Loan (including Swing Swingline Loans) and all other Guaranteed Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Hedge Agreement or Cash Management Services Other Liabilities not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable IssuerIssuing Bank) and (iv) all Letter Letters of Credit Obligations Outstanding have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable IssuerIssuing Bank), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations Other Liabilities to the extent not provided for thereunder.

Appears in 1 contract

Samples: Security Agreement (Books a Million Inc)

Termination or Release. (a) This Agreement Agreement, the Security Interest and the Guarantees made herein all other security interests granted hereby shall terminate with respect to all Guaranteed Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Secured Obligations in respect of Obligations obligations that may thereafter arise with respect to any Obligations in respect of Secured Hedge Agreement or Agreements, Cash Management Services Obligations and Other Obligations, in each case, not yet due and payable, ; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such terminationrelease of the Security Interest, stating that arrangements reasonably satisfactory to each the applicable Cash Management Bank, Hedge Bank or Cash Management Other Obligations Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, all Commitment have expired or been terminated and the Banks have no further commitment to lend under the Credit Agreement, (iiiii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable L/C Issuer) and (iviii) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable L/C Issuer), ; provided, however, that in connection with the termination of this Agreement, the Administrative Agent or Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Secured Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements or Agreements, Cash Management Obligations and Other Obligations, in each case to the extent not provided for thereunder.

Appears in 1 contract

Samples: General Security Agreement (Avon Products Inc)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit the Commitments have expired or been terminated and the Lenders Loans, together with interest, Fees and all other Obligations (other than those relating to any Designated Hedge Agreement, cash management obligations constituting Obligations and indemnification and other contingent obligations for which no demand has been made and obligations in respect of Letters of Credit that have no further commitment to lend been Cash Collateralized) incurred hereunder and under the ABL Credit Agreement other Loan Documents, have been paid in full and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations obligations that may thereafter arise with respect to any Secured Designated Hedge Agreement or any secured Cash Management Services Agreement, in each case, not yet due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Designated Hedge Bank Creditor or Cash Management Bank, as the case may be, Bank in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties Creditors against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations obligations that may thereafter arise with respect to the Secured Designated Hedge Agreements or secured Cash Management Obligations Agreements to the extent not provided for thereunder.

Appears in 1 contract

Samples: Guaranty (Builders FirstSource, Inc.)

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and the Lenders have no further commitment to lend under the ABL Credit Agreement and (ii) all principal and interest in respect of each Loan (including Swing Loans) and all other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Secured Hedge Hedging Agreement or any Cash Management Services agreement, in each case, not yet due and payable, unless the Collateral Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Hedging Bank or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Letters of Credit, Secured Hedge Hedging Agreements or Cash Management Obligations to the extent not provided for thereunder).

Appears in 1 contract

Samples: Hemisphere Media Group, Inc.

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