Common use of Release; Termination Clause in Contracts

Release; Termination. Upon the earlier of (a) the later of (i) payment in full, in cash, of the Secured Obligations then due and payable and (ii) the Termination Date and (b) the consummation of any sale or foreclosure in respect of any of the Collateral conducted by or under the direction of the Collateral Agent, the security interest granted by this Article VII shall automatically terminate and 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 be entitled to the return, upon its request and at its expense, of such of the 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 Borrower’s expense, to evidence and 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 documentation as may be reasonably requested by the Borrower and reasonably acceptable to the Collateral Agent in order to evidence such release, all at the expense of the Borrower.

Release; Termination. Upon the earlier of (a) the later of (i) payment Upon (A) any Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in fulla manner permitted by the Loan Documents, in cash, of the Secured Obligations then due and payable and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the Termination Date and Loan Documents, and, in each case (b) other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the consummation Agent of any sale a written certification by Borrower that such Disposition or foreclosure in respect of any other event, as applicable, is permitted under the terms of the Collateral conducted by or under Loan Documents (which written certification the direction of the Collateral AgentAgent shall be entitled to rely conclusively without further inquiry), the security interest granted by this Article VII shall automatically terminate and the Collateral shall automatically be released from such security interest but, then in the case of the foregoing clause (bi), only to the extent 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 Collateral disposed foregoing clause (ii), the security interests granted under this Agreement in the equity interests of in such transactionForeign Subsidiary shall immediately terminate and automatically be released, 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 be entitled to the return, upon its request and at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and the Collateral Agent will, on behalf of in each case and subject to the Lender PartiesIntercreditor Agreement, enter into 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 so released, and Agent will, at such Grantor’s expense, promptly execute and deliver to such documentation 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, that, no such documents shall be reasonably requested required unless such Grantor shall have delivered to the Agent, at least five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the BorrowerAgent, a written request for release describing the item of Collateral and as may the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent (which form shall be reasonably acceptable to the Collateral Agent, ) and a certificate of such Grantor to evidence such release, including UCC termination statements and such notices as the Borrower may reasonably request, at the Borrower’s expense, to evidence and confirm the release and discharge of the security interest granted by this Article VII. In the event effect that the Collateral Agent is required to refund any amounts to transaction will be in compliance with 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 documentation as may be reasonably requested by the Borrower and reasonably acceptable to the Collateral Agent in order to evidence such release, all at the expense of the BorrowerLoan Documents.

Release; Termination. Upon the earlier of (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the later of (i) payment in full, in cash, terms of the Secured Obligations then due and payable and Loan Documents (ii) other than to another Loan Party or to a Person becoming or required to become a Loan Party at the Termination Date and time of such sale, lease, transfer or other disposition (b) or within the consummation of any sale 30- or foreclosure 60-day time periods provided for in respect of any Section 6.12 of the Credit Agreement)) (such sale, lease, transfer or other disposition, a “Collateral conducted by or under the direction of the Collateral AgentDisposition”), the assignment, pledge and security interest granted by this Article VII hereby with respect to such collateral shall automatically terminate and the all rights to such Collateral shall automatically be released 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 such the assignment, pledge and security interest granted hereby; provided, however, that, if requested by the Administrative Agent, such Grantor shall have delivered to the Administrative Agent a written request for release, a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and such other supporting information as the Administrative Agent may reasonably request. For purposes of the foregoing, if any Grantor becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such occurrence (but, in the case of the foregoing a Grantor that becomes an Excluded Subsidiary pursuant to clause (b)d) of the definition thereof, only to upon the extent request of the Borrower) shall be deemed a Collateral disposed of in such transaction, and only following the receipt by the Collateral Agent of the proceeds Disposition of such disposition, Grantor and the all 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 sentenceGrantor, the Borrower shall be entitled to the return, upon its request and at its expense, of such benefits of the 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 Borrower’s expense, to evidence and 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 documentation as may be reasonably requested by the Borrower and reasonably acceptable to the Collateral Agent in order to evidence such release, all at the expense of the Borrowerforegoing provisions.

Release; Termination. Upon the earlier of (a) the later of (i) payment Upon (A) any Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in fulla manner permitted by the Loan Documents, in cash, of the Secured Obligations then due and payable and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the Termination Date and Loan Documents, and, in each case (b) other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the consummation Agent of any sale a written certification by Borrower that such Disposition or foreclosure in respect of any other event, as applicable, is permitted under the terms of the Collateral conducted by or under Loan Documents (which written certification the direction of the Collateral AgentAgent shall be entitled to rely conclusively without further inquiry), the security interest granted by this Article VII shall automatically terminate and the Collateral shall automatically be released from such security interest but, then in the case of the foregoing clause (bi), only to the extent 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 Collateral disposed foregoing clause (ii), the security interests granted under this Agreement in the equity interests of in such transactionForeign Subsidiary shall immediately terminate and automatically be released, 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 be entitled to the return, upon its request and at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and the Collateral Agent will, on behalf of in each case and subject to the Lender PartiesIntercreditor Agreements, enter into 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 so released, and Agent will, at such Grantor’s expense, promptly execute and deliver to such documentation 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, that, no such documents shall be reasonably requested required unless such Grantor shall have delivered to the Agent, at least five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the BorrowerAgent, a written request for release describing the item of Collateral and as may the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent (which form shall be reasonably acceptable to the Collateral Agent, ) and a certificate of such Grantor to evidence such release, including UCC termination statements and such notices as the Borrower may reasonably request, at the Borrower’s expense, to evidence and confirm the release and discharge of the security interest granted by this Article VII. In the event effect that the Collateral Agent is required to refund any amounts to transaction will be in compliance with 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 documentation as may be reasonably requested by the Borrower and reasonably acceptable to the Collateral Agent in order to evidence such release, all at the expense of the BorrowerLoan Documents.

Release; Termination. Upon the earlier of (a) the later of (i) payment in fullUpon (A) any Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, in cash(B) any item of Collateral becoming Excluded Property (except to the extent resulting from any transaction that is not permitted under the Loan Documents), (C) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary pursuant to a transaction permitted by the Loan Documents, (D) any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary pursuant to a transaction permitted by the Loan Documents or (E) the consent of the Secured Obligations then due Required Lenders to such release and payable and (ii) the Termination Date and (b) the consummation of any sale or foreclosure termination as provided in respect of any Section 9.02 of the Collateral conducted by or under the direction of the Collateral AgentCredit Agreement, the security interest interests granted under this Agreement by this Article VII such Grantor in such Collateral or in the assets of such Subsidiary (and in the case of clause (C), the guarantee provided by such Subsidiary hereunder), as applicable, shall automatically immediately terminate and the Collateral shall automatically be released from such security interest butreleased. The Administrative Agent will, in the case of each of the foregoing clause clauses (b)i) and (ii) above, only subject to the extent Intercreditor Agreement, 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 so released, and Administrative 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, that, the release of any Grantor from its obligations under this Agreement or any other Loan Document if such Grantor becomes an Excluded Subsidiary shall only be permitted if, at the time such Grantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to such release and the consummation of the Collateral disposed of in such applicable 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 is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, and (3) such Grantor shall be entitled have delivered to the return, upon its request and at its expense, Administrative Agent a certificate of such Grantor to the effect that the contemplated transaction will be in compliance with the Loan Documents and the foregoing clauses (1) and (2); provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of the Collateral ABL Facility or any other Material Indebtedness. At such time as the Obligations shall not have been sold or otherwise applied pursuant to the terms hereof paid in full and the Collateral Agent willCommitments have been terminated, 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 Borrower’s expense, to evidence and 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 Liens created hereby, and this Article VII Agreement and the Collateral Agent, on behalf all obligations (other than those expressly stated to survive such termination) of the Lender PartiesAdministrative Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall enter into revert to the Grantors. At the request and sole expense of any Grantor following any such documentation as may be reasonably requested termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Borrower Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably acceptable to the Collateral Agent in order request to evidence such release, all at termination. At the request and sole expense of the Borrower, 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 in a transaction permitted by the Credit Agreement.

Release; Termination. Upon the earlier of (a) the later of (i) payment in fullUpon (A) any Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, in cash(B) any item of Collateral becoming Excluded Property (except to the extent resulting from any transaction that is not permitted under the Loan Documents), (C) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary pursuant to a transaction permitted by the Loan Documents, (D) subject to Section 5.17(b) of the Secured Obligations then due and payable and Credit Agreement,provided any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary pursuant to a transaction permitted by the Loan Documents or (iiE) the Termination Date and (b) the consummation of any sale or foreclosure in respect of any consent of the Collateral conducted by or under the direction Required Lenders to such release and termination as provided in Section 9.02 of the Collateral AgentCredit Agreement, the security interest interests granted under this Agreement by this Article VII such Grantor in such Collateral or in the assets of such Subsidiary (and in the case of clause (C), the guarantee provided by such Subsidiary hereunder), as applicable, shall automatically immediately terminate and the Collateral shall automatically be released from such security interest butreleased. The Administrative Agent will, in the case of each of the foregoing clause clauses (b)i) and (ii) above, only subject to the extent Intercreditor Agreement, 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 so released, and Administrative 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; , that, the release of any Grantor from its obligations under this Agreement or any other Loan Document if such Grantor becomes an Excluded Subsidiary shall only be permitted if, at the time such Grantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to such release and the consummation of the Collateral disposed of in such applicable 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 is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, and (3) such Grantor shall be entitled have delivered to the return, upon its request and at its expense, Administrative Agent a certificate of such Grantor to the effect that the contemplated transaction will be in compliance with the Loan Documents and the foregoing clauses (1) and (2); provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of thea Replacement ABL Facility or any other Material Indebtedness. At such time as the Obligations shall have been paid in full and the Commitments have been terminated, the 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 Borrower’s expense, to evidence and 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 Liens created hereby, and this Article VII Agreement and the Collateral Agent, on behalf all obligations (other than those expressly stated to survive such termination) of the Lender PartiesAdministrative Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall enter into revert to the Grantors. At the request and sole expense of any Grantor following any such documentation as may be reasonably requested termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Borrower Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably acceptable to the Collateral Agent in order request to evidence such release, all at termination. At the request and sole expense of the Borrower, 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 in a transaction permitted by the Credit Agreement.