Common use of Release; Termination Clause in Contracts

Release; Termination. (a) (i) 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 a manner permitted by the Loan Documents, and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the Loan Documents, and, in each case (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms of the Loan Documents (which written certification the Agent shall be entitled to rely conclusively without further inquiry), then in the case of the foregoing clause (i), the 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 foregoing clause (ii), the security interests granted under this Agreement in the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Agent will, in each case and subject to the 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 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, no such documents shall be 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 Agent, a written request for release describing the item of Collateral and 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 Agent) and a certificate of such Grantor to the effect that the transaction will be in compliance with the Loan Documents.

Release; Termination. (a) (i) Upon (A) any Disposition sale, lease, transfer or other disposition of any item of Collateral of any Grantor as permitted by the Loan Documentsby, and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in a manner permitted by the Loan Documentsaccordance with, and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the Loan Documents, and, in each case (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms of the Loan Documents (which written certification other than to another Loan Party or to a Person becoming or required to become a Loan Party at the Agent shall be entitled to rely conclusively without further inquirytime of such sale, lease, transfer or other disposition (or within the 30- or 60-day time periods provided for in Section 6.12 of the Credit Agreement)) (such sale, lease, transfer or other disposition, a “Collateral Disposition”), then in the case of the foregoing clause (i)assignment, the pledge and security interests interest granted under this Agreement by hereby with respect to such Grantor in collateral shall automatically terminate and all rights to such Collateral or in the assets of such Subsidiary, as applicable, shall immediately terminate and automatically be released, and in the case of the foregoing clause (ii), the security interests granted under this Agreement in the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Agent will, in each case and subject to the Intercreditor Agreement, promptly deliver at the Grantor’s request revert 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 the 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 assignment, pledge and security interest granted hereby; provided, however, that, no such documents shall be required unless if requested by the Administrative Agent, 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 Agent, Administrative Agent a written request for release describing the item of Collateral and the consideration to be received in the salerelease, 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 Agent) and a certificate of such Grantor to the effect that the transaction will be 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 a Grantor that becomes an Excluded Subsidiary pursuant to clause (d) of the definition thereof, only upon the request of the Borrower) shall be deemed a Collateral Disposition of such Grantor and all Collateral of such Grantor, entitled to the benefits of the foregoing provisions.

Release; Termination. Upon the earlier of (a) the later of (i) Upon (A) any Disposition payment in full, in cash, of any item of Collateral of any Grantor as permitted by the Loan Documents, Secured Obligations then due and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in a manner permitted by the Loan Documents, payable and (ii) upon the Termination Date and (b) the consummation of any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary sale or foreclosure in a manner permitted respect of any of the Collateral conducted by the Loan Documents, and, in each case (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms direction of the Loan Documents (which written certification Collateral Agent, the Agent security interest granted by this Article VII shall automatically terminate and the Collateral shall automatically be entitled to rely conclusively without further inquiry)released from such security interest but, then in the case of the foregoing clause (ib), only to the security interests granted under this Agreement by such Grantor extent of the Collateral disposed of in such transaction, and only following the receipt by the Collateral or 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 assets first sentence, the Borrower shall be entitled to the return, upon its request and at its expense, of such Subsidiary, as applicable, shall immediately terminate and automatically be released, and in the case of the foregoing clause (ii), Collateral as shall not have been sold or otherwise applied pursuant to the security interests granted under this Agreement in terms hereof and the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Collateral Agent will, in each case on behalf of the Lender Parties, enter into and subject to deliver such documentation as shall be reasonably requested by the 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 releasedBorrower, and 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, no such documents shall be 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 Agent, a written request for release describing the item of Collateral and 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 may be reasonably acceptable to the Collateral Agent) , to evidence such release, including UCC termination statements and a certificate such notices as the Borrower may reasonably request, at the Borrower’s expense, to evidence and confirm the release and discharge of such Grantor the security interest granted by this Article VII. In the event that the Collateral Agent is required to refund any amounts to the effect Borrower pursuant to Section 2.11(b), the amounts that are so refunded shall automatically be released from the transaction will 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 compliance with order to evidence such release, all at the Loan Documentsexpense of the Borrower.

Release; Termination. (a) (i) 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 a manner permitted by the Loan Documents, and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the Loan Documents, and, in each case (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms of the Loan Documents (which written certification the Agent shall be entitled to rely conclusively without further inquiry), then in the case of the foregoing clause (i), the 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 foregoing clause (ii), the security interests granted under this Agreement in the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Agent will, in each case and subject to the Intercreditor AgreementAgreements, 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 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 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 Agent, a written request for release describing the item of Collateral and 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 Agent) and a certificate of such Grantor to the effect that the transaction will be in compliance with the Loan Documents.

Release; Termination. (a) (i) Upon (A) any Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, and (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 in pursuant to a manner transaction permitted by the Loan Documents, and (iiD) upon subject to Section 5.17(b) of the Credit Agreement,provided any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in pursuant to a manner transaction permitted by the Loan Documents, and, in each case Documents or (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by E) the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms consent of the Loan Documents (which written certification the Agent shall be entitled Required Lenders to rely conclusively without further inquiry), then such release and termination as provided in the case Section 9.02 of the foregoing clause (i)Credit Agreement, the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such SubsidiarySubsidiary (and in the case of clause (C), the guarantee provided by such Subsidiary hereunder), as applicable, shall immediately terminate and automatically be released. The Administrative Agent will, and in the case of each of the foregoing clause clauses (i) and (ii)) above, the security interests granted under this Agreement in the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Agent will, in each case and subject to the 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 documents shall be required unless release and the consummation of the applicable transaction, 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 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 Agent, a written request for release describing the item of Collateral and 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 Administrative Agent (which form shall be reasonably acceptable to the Agent) and a certificate of such Grantor to the effect that the contemplated transaction will be in compliance with the Loan DocumentsDocuments 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 shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative 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 revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such 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. (a) (i) Upon (A) any Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, and (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 in pursuant to a manner transaction permitted by the Loan Documents, and (iiD) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in pursuant to a manner transaction permitted by the Loan Documents, and, in each case Documents or (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by E) the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms consent of the Loan Documents (which written certification the Agent shall be entitled Required Lenders to rely conclusively without further inquiry), then such release and termination as provided in the case Section 9.02 of the foregoing clause (i)Credit Agreement, the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such SubsidiarySubsidiary (and in the case of clause (C), the guarantee provided by such Subsidiary hereunder), as applicable, shall immediately terminate and automatically be released. The Administrative Agent will, and in the case of each of the foregoing clause clauses (i) and (ii)) above, the security interests granted under this Agreement in the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Agent will, in each case and subject to the 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 documents shall be required unless release and the consummation of the applicable transaction, 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 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 Agent, a written request for release describing the item of Collateral and 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 Administrative Agent (which form shall be reasonably acceptable to the Agent) and a certificate of such Grantor to the effect that the contemplated transaction will be in compliance with the Loan DocumentsDocuments 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 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 shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative 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 revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such 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.