CERTAIN PARTIAL RELEASES Clause Samples

CERTAIN PARTIAL RELEASES. (a) In the event that the Sellers exercise their rights under SECTION 2.07 of the Purchase Agreement to terminate the sale of any or all of the categories of Receivables, the Trustee shall, upon the request (and at the expense) of the Sellers, execute and deliver to the Sellers such statements of partial release relating to the UCC-1 financing statements filed pursuant to the Purchase Agreement as shall be prepared by the Sellers and provided to the Trustee to evidence such termination; PROVIDED, HOWEVER, that the Trustee shall have received an Officer's Certificate of the Servicer to the effect that all conditions to such termination specified in such SECTION 2.07 have been satisfied (and shall not have received notice from any Noteholder to the contrary), together with such other certificates as the Trustee may reasonably request. (b) In the event that any Seller (other than Stone Container) is discontinued as a Seller pursuant to SECTION 2.07 of the Purchase Agreement, the Trustee shall, upon the request (and at the expense) of such Seller, execute and deliver to such Seller such statements of partial release and/or amendment relating to the UCC-1 financing statements filed against such Seller pursuant to the Purchase Agreement as shall be prepared by such Seller or the Servicer and provided to the Trustee to evidence such termination; PROVIDED, HOWEVER, that the Trustee shall have received (i) an Officer's Certificate of the Servicer to the effect that all conditions to such termination specified in such SECTION 2.07 have been satisfied (and shall not have received notice from any Noteholder to the contrary); (ii) an Opinion of Counsel to the effect that the filing of such statements of partial release and/or amendment will not impair the validity, perfection or priority of the Issuer's or the Trustee's rights in and to (A) any Receivables or Related Assets conveyed prior to the effective date of such termination or (B) any Receivables or Related Assets generated by any of the other Sellers on or after the effective date of such termination; and (iii) such other certificates as the Trustee may reasonably request. In addition, after such a termination that complies with the requirements set out in the preceding sentence, the Trustee shall, upon the request (and at the expense) of such Sellers, execute and deliver to such Sellers such termination statements relating to the UCC-1 financing statements filed against such Seller pursuant to the Purchase Agre...