Common use of Certain Partial Releases Clause in Contracts

Certain Partial Releases. If any Seller is discontinued as a Seller pursuant to Section 1.8(a) of the Purchase Agreement, Trustee shall, upon the request (and at the expense) of Xxxxxx, execute (if necessary) and deliver to Xxxxxx 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 Xxxxxx and provided to Trustee to evidence such termination; PROVIDED that Trustee shall have received (i) an Officer's Certificate of Servicer to the effect that all conditions to such termination specified in subclauses (i), (ii) and (iii) of such Section 1.8(a) have been satisfied (and shall not have received notice from any Noteholder to the contrary) and (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 Issuer's or 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 remaining Seller on or after the effective date of such termination. In addition, after a termination that complies with the requirements set out in the preceding sentence, Trustee shall, upon the request (and at the expense) of Xxxxxx, execute (if necessary) and deliver to Xxxxxx the termination statements relating to the UCC-1 financing statements filed against the Seller pursuant to the Purchase Agreement as shall be prepared by Xxxxxx and provided to Trustee to evidence the termination; PROVIDED that Trustee shall have received an Officer's Certificate of Servicer to the effect that Trustee no longer holds any right, title or interest in the Receivables generated by the terminated Seller. [Remainder of page intentionally left blank.]

Certain Partial Releases. If any Seller is discontinued as a Seller pursuant to Section 1.8(a(a) In the event that the Sellers exercise their rights under SECTION 2.07 of the Purchase AgreementAgreement to terminate the sale of any or all of the categories of Receivables, the Trustee shall, upon the request (and at the expense) of Xxxxxxthe Sellers, execute (if necessary) and deliver to Xxxxxx 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 Xxxxxx such Seller or the Servicer and provided to the Trustee to evidence such termination; PROVIDED 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 subclauses (i), (ii) and (iii) of such Section 1.8(a) SECTION 2.07 have been satisfied (and shall not have received notice from any Noteholder to the contrary) and ); (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 remaining Seller 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 Xxxxxxsuch Sellers, execute (if necessary) and deliver to Xxxxxx the such Sellers such termination statements relating to the UCC-1 financing statements filed against the such Seller pursuant to the Purchase Agreement as shall be prepared by Xxxxxx such Seller or the Servicer and provided to the Trustee to evidence the such termination; PROVIDED PROVIDED, HOWEVER, that the Trustee shall have received an Officer's Certificate of the Servicer to the effect that the Trustee no longer holds any right, title or interest in the any Receivables generated by the such terminated Seller. [Remainder of page intentionally left blank.]

Certain Partial Releases. If any Seller is discontinued as a Seller pursuant to Section 1.8(a) or 1.8(c) of the Purchase Agreement, Trustee shall, upon the request (and at the expense) of XxxxxxAmeriServe, execute (if necessary) and deliver to Xxxxxx AmeriServe such statements of termination, 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 Xxxxxx AmeriServe and provided to Trustee to evidence such termination; PROVIDED provided that Trustee shall have received (i) an Officer's Certificate of Servicer to the effect that all conditions to such termination specified in subclauses (i), (ii) and (iii) of such Section 1.8(a) have been satisfied (and shall not have received notice from any Noteholder Investor Certificateholder or Agent to the contrary) and (ii) in the case of any such partial release and/or amendment, 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 IssuerTransferor's or 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 remaining Seller on or after the effective date of such termination. In addition, after a termination that complies with the requirements set out remain in the preceding sentenceTrust after giving effect to any related conveyance of Receivables and Related Assets, Trustee shalland/or (iii) in the case of any termination of filings against a Seller, upon the request (and at the expense) of Xxxxxx, execute (if necessary) and deliver to Xxxxxx the termination statements relating to the UCC-1 financing statements filed against the Seller pursuant to the Purchase Agreement as shall be prepared by Xxxxxx and provided to Trustee to evidence the termination; PROVIDED that Trustee shall have received an Officer's Certificate of Servicer to the effect that Trustee no longer holds any right, title or interest in the Receivables generated by the terminated such Seller. [Remainder In connection with a termination described in Section 1.8(c) of page intentionally left blankthe Purchase Agreement, Trustee shall, if demanded by Transferor, convey all of its right, title and interest in all (but not less than all) of the Receivables (and Related Assets with respect thereto) originated by the Terminating Seller to a Person designated by the Terminating Seller, provided that such conveyance by Trustee shall be made only against receipt by Trustee from the purchaser, in cash, of a release price negotiated in good faith by the Terminating Seller (but in no event shall such release price be less than the lesser of (i) 102% of the price Transferor paid for such Receivables and Related Assets with respect thereto and (ii) the Unpaid Balance of such Receivables, provided further that Trustee shall have received an Officer's Certificate to the effect that such conveyance does not violate the last sentence of this Section). No such release and conveyance by Trustee shall, however, be permitted if as a result thereof any AmeriServe Person would acquire the released Receivables.]

Certain Partial Releases. If any Seller is page 97 discontinued as a Seller pursuant to Section 1.8(a) of the Purchase Agreement, Trustee shall, upon the request (and at the expense) of XxxxxxBig Flower, execute (if necessary) and deliver to Xxxxxx Big Flower 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 Xxxxxx Big Flower and provided to Trustee to evidence such termination; PROVIDED provided that Trustee shall have received (i) an Officer's Certificate of Servicer to the effect that all conditions to such termination specified in subclauses (i), (ii) and (iii) of such Section 1.8(a) have been satisfied (and shall not have received notice from any Noteholder Investor Certificateholder or Agent to the contrary) and (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 IssuerTransferor's or 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 remaining Seller on or after the effective date of such termination. In addition, after a termination that complies with the requirements set out in the preceding sentence, Trustee shall, upon the request (and at the expense) of XxxxxxBig Flower, execute (if necessary) and deliver to Xxxxxx Big Flower the termination statements relating to the UCC-1 financing statements filed against the Seller pursuant to the Purchase Agreement as shall be prepared by Xxxxxx Big Flower and provided to Trustee to evidence the termination; PROVIDED provided that Trustee shall have received an Officer's Certificate of Servicer to the effect that Trustee no longer holds any right, title or interest in the Receivables generated by the terminated Seller. [Remainder of page intentionally left blank.]