Common use of Releases; Termination Clause in Contracts

Releases; Termination. (a) Upon the termination of, and satisfaction in full of all of the Secured Obligations under the Loan Documents, the security interests created by this Agreement and the Collateral Documents shall terminate forthwith and all right, title and interest of the Administrative Agent in and to the Collateral shall revert to the Grantors, their successors and assigns. (b) Upon the termination of the Administrative Agent’s security interest and the release of the Collateral in accordance with Section 7.13(a), the Administrative Agent will promptly, at the Grantors’ written request and expense (but, in any event, not later than three (3) Business Days following such request), (i) execute and deliver to the Grantors such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as the Grantors shall reasonably request to evidence the termination of such security interest or the release of the Collateral and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Administrative Agent or any agent thereof. (c) Except as set forth in Sections (d), (e), (f) and (g) below, upon the withdrawal of any Collateral as permitted by the Loan Documents, the security interests and Liens created by the Collateral Documents in such Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Collateral Documents (subject to any requirement therein with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application thereof in accordance with the Credit Agreement). Upon receipt by the Administrative Agent of a certificate from the relevant Grantor or the Company stating that such withdrawal is permitted by (or the relevant consent has been received under) the Loan Documents, the Administrative Agent shall be authorized to, and shall promptly at such Grantor’s or the Company’s request and expense, (i) execute and deliver such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantor) as such Grantor or the Company shall reasonably request to evidence the termination of such security interest and Lien and the release of such Collateral (subject to any requirement with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application of such Proceeds in accordance with the Credit Agreement) and (ii) deliver or cause to be delivered to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such withdrawn Collateral then held by the Administrative Agent or any agent thereof. (d) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that physical possession of any of such Grantor’s property then held by the Administrative Agent or any agent thereof (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, the Administrative Agent shall (i) cause to be delivered such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors), and take such other actions in connection with such escrowed release as such Grantor or the Company may reasonably request in writing; it being understood that the delivery of any such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement and the Collateral Documents. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(d). (e) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that such Grantor has entered into a binding contract for a Third Party Sale permitted by the Loan Documents, the Administrative Agent shall promptly at such Grantor’s or the Company’s request and expense (i) execute and deliver, for release only upon completion of such Third Party Sale, such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such Third Party Sale subject to this Agreement or any Collateral Document) and (ii) deliver, or cause to be delivered, for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Administrative Agent or any agent thereof. If no Enforcement Default has occurred and is continuing when any Grantor shall have entered into a binding contract for a Third Party Sale, but such Grantor shall not have completed such Third Party Sale prior to a Foreclosure on such Collateral or any other intervening Material Default or Event or Default, the Administrative Agent shall provide the releases, and otherwise act in accordance with the provisions of, this Section 7.13 in respect of such Third Party Sale notwithstanding such intervening Foreclosure or other Enforcement Default. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(e). (f) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Collateral, the Administrative Agent shall promptly at such Grantor’s or the Company’s request and expense (i) execute and deliver, for release only upon receipt by the Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any Collateral Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Administrative Agent or any agent thereof. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(f). (g) Upon the earlier of the release of (i) the security interests and Liens created under this Agreement in the Pledged Stock issued by a Grantor (other than Belmont), or (ii) all of the Collateral owned by a Grantor (other than Belmont or Xxxx Holdco), in each case in accordance with the provisions of this Section 7.13, such Grantor shall be released from its obligations hereunder and under the Collateral Documents. Upon any such release, the Administrative Agent will promptly, at such Grantor’s or the Company’s written request and expense, (x) execute and deliver such documents as such Grantor or the Company shall reasonably request to evidence the termination of such Grantors obligations under this Agreement and the Collateral Documents and (ii) deliver or cause to be delivered to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, of such Grantor then remaining held by the Administrative Agent or any agent thereof.

Releases; Termination. (a) Upon the termination of, and satisfaction in full of all of the Secured Obligations under the Loan DocumentsObligations, the security interests created by this Agreement and the Collateral Documents shall terminate forthwith and all right, title and interest of the Administrative Agent in and to the Collateral shall revert to the GrantorsCompany, their successors and assigns. (b) Upon the termination of the Administrative Agent’s security interest and the release of the Collateral in accordance with Section 7.13(a7.11(a), the Administrative Agent will promptly, at the Grantors’ Company’s written request and expense (but, in any event, not later than three (3) Business Days following such request), (i) execute and deliver to the Grantors Company such documents (in form and substance reasonably satisfactory to the Administrative Agent and the GrantorsCompany) as the Grantors Company shall reasonably request to evidence the termination of such security interest or the release of the Collateral and (ii) deliver or cause to be delivered to the Grantors Company all property of the Grantors Company then held by the Administrative Agent or any agent thereof. (c) Except as set forth in Sections (d), (e), (f) and (g) below, upon Upon the withdrawal of any Collateral as permitted by the Loan DocumentsDocuments or any sale, transfer or other disposition of Collateral permitted by any Loan Document or that has been consented to under Section 9.5 of the Credit Agreement, the security interests and Liens created by the Collateral Documents in such Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Collateral Documents (subject to any requirement therein with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application thereof in accordance with the Credit Agreement)Documents. Upon receipt by the Administrative Agent of a certificate from the relevant Grantor or the Company stating that such withdrawal is permitted by (or the relevant consent has been received under) the Loan Documents, the Administrative Agent shall be authorized to, and shall promptly at such Grantor’s or the Company’s request and expense, (i) execute and deliver such documents (in form and substance reasonably satisfactory to the Administrative Agent and the GrantorCompany) as such Grantor or the Company shall reasonably request to evidence the termination of such security interest and Lien and the release of such Collateral (subject to any requirement with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application of such Proceeds in accordance with the Credit Agreement) and (iiAgreement),(ii) deliver or cause to be delivered to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such withdrawn Collateral then held by the Administrative Agent or any agent thereof. (d) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that physical possession of any of such Grantor’s property then held by the Administrative Agent or any agent thereof (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, the Administrative Agent shall (i) cause to be delivered such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Collateral, and (iiiii) execute and deliver such documents (in form and substance reasonably satisfactory take any action having the effect of confirming that a Covered Subsidiary or Covered Asset are no longer subject to the Administrative Agent and the Grantors), and take such other actions in connection with such escrowed release as such Grantor or the Company may reasonably request in writing; it being understood that the delivery terms of any such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement and the Collateral Documents. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(d). (e) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that such Grantor has entered into a binding contract for a Third Party Sale permitted by the Loan Documents, the Administrative Agent shall promptly at such Grantor’s or the Company’s request and expense (i) execute and deliver, for release only upon completion of such Third Party Sale, such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such Third Party Sale subject to this Agreement or any Collateral Document) and (ii) deliver, or cause to be delivered, for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Administrative Agent or any agent thereof. If no Enforcement Default has occurred and is continuing when any Grantor shall have entered into a binding contract for a Third Party Sale, but such Grantor shall not have completed such Third Party Sale prior to a Foreclosure on such Collateral or any other intervening Material Default or Event or Default, the Administrative Agent shall provide the releases, and otherwise act in accordance with the provisions of, this Section 7.13 in respect of such Third Party Sale notwithstanding such intervening Foreclosure or other Enforcement Default. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(e). (f) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Collateral, the Administrative Agent shall promptly at such Grantor’s or the Company’s request and expense (i) execute and deliver, for release only upon receipt by the Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any Collateral Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Administrative Agent or any agent thereof. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(f). (g) Upon the earlier of the release of (i) the security interests and Liens created under this Agreement in the Pledged Stock issued by a Grantor (other than Belmont), or (ii) all of the Collateral owned by a Grantor (other than Belmont or Xxxx Holdco), in each case in accordance with the provisions of this Section 7.13, such Grantor shall be released from its obligations hereunder and under the Collateral Documents. Upon any such release, the Administrative Agent will promptly, at such Grantor’s or the Company’s written request and expense, (x) execute and deliver such documents as such Grantor or the Company shall reasonably request to evidence the termination of such Grantors obligations under this Agreement and the Collateral Documents and (ii) deliver no longer constitute a “Covered Subsidiary” or cause to be delivered to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, of such Grantor then remaining held by the Administrative Agent or any agent thereof“Covered Asset”.

Releases; Termination. (a) Upon the termination of, and satisfaction in full of all of the Secured Obligations under the Loan DocumentsObligations, the security interests created by this Agreement and the Collateral Documents shall terminate forthwith and all right, title and interest of the Administrative Agent in and to the Collateral shall revert to the GrantorsCompany, their successors and assigns. (b) Upon the termination of the Administrative Agent’s security interest and the release of the Collateral in accordance with Section 7.13(a7.11(a), the Administrative Agent will promptly, at the Grantors’ Company’s written request and expense (but, in any event, not later than three (3) Business Days following such request), (i) execute and deliver to the Grantors Company such documents (in form and substance reasonably satisfactory to the Administrative Agent and the GrantorsCompany) as the Grantors Company shall reasonably request to evidence the termination of such security interest or the release of the Collateral and (ii) deliver or cause to be delivered to the Grantors Company all property of the Grantors Company then held by the Administrative Agent or any agent thereof. (c) Except as set forth in Sections (d), (e), (f) and (g) below, upon Upon the withdrawal of any Collateral as permitted by the Loan Documents, the security interests and Liens created by the Collateral Documents in such Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Collateral Documents (subject to any requirement therein with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application thereof in accordance with the Credit Agreement)Documents. Upon receipt by the Administrative Agent of a certificate from the relevant Grantor or the Company stating that such withdrawal is permitted by (or the relevant consent has been received under) the Loan Documents, the Administrative Agent shall be authorized to, and shall promptly at such Grantor’s or the Company’s request and expense, (i) execute and deliver such documents (in form and substance reasonably satisfactory to the Administrative Agent and the GrantorCompany) as such Grantor or the Company shall reasonably request to evidence the termination of such security interest and Lien and the release of such Collateral (subject to any requirement with respect to the retention of the Proceeds of a disposition of Collateral subject to this Agreement or any Collateral Document or the application of such Proceeds in accordance with the Credit Agreement) and (ii) deliver or cause to be delivered to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such withdrawn Collateral then held by the Administrative Agent or any agent thereof. (d) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that physical possession of any of such Grantor’s property then held by the Administrative Agent or any agent thereof (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, the Administrative Agent shall (i) cause to be delivered such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors), and take such other actions in connection with such escrowed release as such Grantor or the Company may reasonably request in writing; it being understood that the delivery of any such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement and the Collateral Documents. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(d). (e) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that such Grantor has entered into a binding contract for a Third Party Sale permitted by the Loan Documents, the Administrative Agent shall promptly at such Grantor’s or the Company’s request and expense (i) execute and deliver, for release only upon completion of such Third Party Sale, such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such Third Party Sale subject to this Agreement or any Collateral Document) and (ii) deliver, or cause to be delivered, for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Administrative Agent or any agent thereof. If no Enforcement Default has occurred and is continuing when any Grantor shall have entered into a binding contract for a Third Party Sale, but such Grantor shall not have completed such Third Party Sale prior to a Foreclosure on such Collateral or any other intervening Material Default or Event or Default, the Administrative Agent shall provide the releases, and otherwise act in accordance with the provisions of, this Section 7.13 in respect of such Third Party Sale notwithstanding such intervening Foreclosure or other Enforcement Default. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(e). (f) Upon receipt by the Administrative Agent of written certification from the applicable Grantor or the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Collateral, the Administrative Agent shall promptly at such Grantor’s or the Company’s request and expense (i) execute and deliver, for release only upon receipt by the Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Administrative Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any Collateral Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Administrative Agent or any agent thereof. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Administrative Agent pursuant to this Section 7.13(f). (g) Upon the earlier of the release of (i) the security interests and Liens created under this Agreement in the Pledged Stock issued by a Grantor (other than Belmont), or (ii) all of the Collateral owned by a Grantor (other than Belmont or Xxxx Holdco), in each case in accordance with the provisions of this Section 7.13, such Grantor shall be released from its obligations hereunder and under the Collateral Documents. Upon any such release, the Administrative Agent will promptly, at such Grantor’s or the Company’s written request and expense, (x) execute and deliver such documents as such Grantor or the Company shall reasonably request to evidence the termination of such Grantors obligations under this Agreement and the Collateral Documents and (ii) deliver or cause to be delivered to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, of such Grantor then remaining held by the Administrative Agent or any agent thereof.