Common use of Release and Termination Clause in Contracts

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Agent will, at any 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 the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by the Borrower to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent at the closing. (b) With respect to the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full of the Secured Obligations, the Termination Date and the termination or expiration of all Bank Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such termination, the Administrative Agent will, at the Borrower's expense, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination.

Release and Termination. (a) All Collateral sold, transferred or otherwise disposed of in accordance with the terms of the Financing Documents (including pursuant to a waiver or amendment of the terms thereof) shall be sold, transferred or otherwise disposed of free and clear of the assignment and security interest granted hereby; provided that at the time of such sale, transfer or other disposition, no Default shall have occurred and be continuing. Upon any such sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Financing Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Collateral Agent will, at any the Grantor's ’s expense, execute and deliver to the Grantor, or to such Persons as the Grantor shall reasonably designate, such UCC termination statements and other similar documents as such the Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted herebyhereby or under any other Collateral Document; provided, however, provided that (iA) at the time of such request and such release no Event of Default shall have occurred and be continuing, (iiB) the Borrower such Grantor shall have delivered to the Administrative Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certification by certificate of the Borrower Grantor to the effect that the transaction is in compliance with the Loan Financing Documents and as to such other matters as the Administrative Collateral Agent may request and (iiiC) the proceeds of any such sale, lease, transfer or other disposition required to be applied applied, or any payment to be made in connection therewith, in accordance with Section 2.06(b)(ii) 2.06 of the Credit Agreement shall shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent at when and as required under Section 2.06 of the closingCredit Agreement. Upon the release of any item of Collateral from the security interest granted hereby pursuant to this Section 9.08(a), any representation, warranty or covenant contained herein relating to such Collateral shall no longer be deemed to be made with respect to such Collateral (except to the extent that any such representation, warranty or covenant made prior to such release would be deemed to survive the termination of this Agreement pursuant to Section 9.19). (b) With respect to Upon the sale or other disposition (i) the earlier of Equipment or Inventory (A) the Collateral Release Date and (B) the latest of (1) the payment in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part full in cash of the stock of any Discontinued Subsidiary by any Grantor in accordance with Senior Debt Obligations and (2) the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such GrantorFinal Maturity Date, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full of the Secured Obligations, the Termination Date and the termination or expiration of all Bank Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the GrantorsGrantor. Upon any such termination, the Administrative Collateral Agent will, at the Borrower's Grantor’s expense, execute and deliver to the Borrower Grantor such documents as the Borrower Grantor shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the express terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Agent will, at any Grantor's the Grantors' expense, execute and deliver to such each 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, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) the Borrower such Grantor shall have delivered to the Administrative Agent, at least five Business Days thirty (30) days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by the Borrower such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) 2.6 or any other provision of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent at the closing. (b) With respect to the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent closing for application by the Administrative Agent as required by the terms of the Credit Agreement and, if not so required to be applied, for application in such manner as the Administrative Agent may determine, and no purchaser of any (iv) the Administrative Agent shall have approved (such property shall approval not to be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of unreasonably withheld) such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantorwriting. (db) Upon the latest of (i) the cash indefeasible payment in full in cash of the Secured Obligations, (ii) the expiration, termination or cancellation of all of the Letters of Credit and (iii) the Termination Date and the termination or expiration of all Bank Hedge AgreementsDate, the pledge, assignment and security interest granted by each of the Grantors hereby shall terminate and all rights to the Collateral shall revert to the Grantorsappropriate Grantor. Upon any such termination, the Administrative Agent will, at the Borrower's expense, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination.Upon

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, any Grantor in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Financing Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Collateral Agent will, at any 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 the assignment and security interest granted herebyhereby or under any other Collateral Document; provided, however, provided that (ia) at the time of such request and such release no Event of Default shall have occurred and be continuing, (iib) the Borrower such Grantor shall have delivered to the Administrative Collateral Agent, at least five ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certification by the Borrower certificate of such Grantor to the effect that the transaction is in compliance with the Loan Financing Documents and as to such other matters as the Administrative Collateral Agent may request and (iiic) the proceeds of any such sale, lease, transfer or other disposition required to be applied applied, or any payment to be made in connection therewith, in accordance with Section 2.06(b)(ii) of 2.03 shall, to the Credit Agreement shall extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent at the closingwhen and as required under Section 2.03. (b) With respect to the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of (i) the cash payment in full in cash of the Secured Senior Debt Obligations, (ii) the Termination Final Maturity Date and (iii) the termination or expiration of all Bank Hedge AgreementsRefinancing Letters of Credit, the pledge, assignment pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantorsapplicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the Borrowerapplicable Grantor's expense, execute and deliver to the Borrower such Grantor such documents as the Borrower such Grantor shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Trademark Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment Inventory and Inventory grants of non-exclusive licenses, in each case in the ordinary course of business), the Administrative Agent Lender will, at any the Grantor's sole expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Trademark Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release and after giving effect thereto no Event of Default shall have occurred and be continuing, (ii) the Borrower Grantor shall have delivered to the Administrative AgentLender, at least five ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of the Trademark Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Lender and a certification by the Borrower Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent Lender may request request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) 2.4 of the Credit Loan Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent Lender at the closing. (b) With respect to Upon the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part later of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full in cash of all of the Secured Obligations, the Termination Date Obligations and the effective date of termination or expiration of all Bank Hedge Agreementsthe Loan Agreement, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Trademark Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof shall revert to the GrantorsGrantor. Upon any such termination, the Administrative Agent Lender will, at the BorrowerGrantor's sole expense, authorize, execute and deliver to the Borrower Grantor such documents as the Borrower Grantor shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, ----------------------- transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Inventory and Equipment and Inventory in the ordinary course of business), the Administrative Agent willshall, at any the appropriate 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 the assignment and security interest granted hereby; provided, however, that (i) at the time of -------- ------- such request and such release release, no Event of Default shall have occurred and be continuing, (ii) the Borrower such Grantor shall have delivered to the Administrative Agent, at least five Business Days ten days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detaildetail (including, including without limitation, the price thereof and any expenses in connection therewith), together with a form of release for execution by the Administrative Agent and a certification by the Borrower such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii2.06(b) of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent at the closingclosing thereof. (b) With respect to the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest later of (i) the cash payment in full of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Bank Secured Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantorsappropriate Grantor. Upon any such terminationtermination and reversion, the Administrative Agent willshall, at the Borrowerappropriate Grantor's expense, return to such Grantor such of the Collateral of such Grantor in its possession as shall not have been sold or otherwise applied pursuant to the terms of the Loan Documents and execute and deliver to the Borrower such Grantor such documents as the Borrower such Grantor shall reasonably request to evidence such terminationtermination and reversion.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Patent Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment Inventory and Inventory grants of non-exclusive licenses, in each case in the ordinary course of business), the Administrative Agent Lender will, at any the Grantor's sole expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Patent Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release and after giving effect thereto no Event of Default shall have occurred and be continuing, (ii) the Borrower Grantor shall have delivered to the Administrative AgentLender, at least five ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of the Patent Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Lender and a certification by the Borrower Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent Lender may request request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) 2.4 of the Credit Loan Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent Lender at the closing. (b) With respect to Upon the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part later of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full in cash of all of the Secured Obligations, the Termination Date Obligations and the effective date of termination or expiration of all Bank Hedge Agreementsthe Loan Agreement, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Patent Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof shall revert to the GrantorsGrantor. Upon any such termination, the Administrative Agent Lender will, at the BorrowerGrantor's sole expense, authorize, execute and deliver to the Borrower Grantor such documents as the Borrower Grantor shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Copyright Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment Inventory and Inventory grants of non-exclusive licenses, in each case, in the ordinary course of business), the Administrative Agent Lender will, at any the Grantor's sole expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Copyright Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release and after giving effect thereto no Event of Default shall have occurred and be continuing, (ii) the Borrower Grantor shall have delivered to the Administrative AgentLender, at least five ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of the Copyright Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Lender and a certification by the Borrower Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent Lender may request request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) 2.4 of the Credit Loan Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent Lender at the closing. (b) With respect to Upon the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part later of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full in cash of all of the Secured Obligations, the Termination Date Obligations and the effective date of termination or expiration of all Bank Hedge Agreementsthe Loan Agreement, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Copyright Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof shall revert to the GrantorsGrantor. Upon any such termination, the Administrative Agent Lender will, at the BorrowerGrantor's sole expense, authorize, execute and deliver to the Borrower Grantor such documents as the Borrower Grantor shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of businessbusiness which shall automatically be released upon such sale), the Administrative Agent willshall, at any the applicable 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 the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release release, no Event of Default shall have occurred and be continuing, (ii) the Borrower such Grantor shall have delivered to the Administrative Agent, at least five ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral to the extent required by the Credit Agreement and the terms of the sale, lease, transfer or other disposition in reasonable detaildetail (including, including without limitation, the price thereof and any expenses in connection therewith), together with a form of release for execution by the Administrative Agent and a certification by the Borrower such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and reasonably request, (iii) to the extent that the proceeds of any such sale, lease, lease or transfer or other disposition are required to be applied in accordance with Section 2.06(b)(ii) 2.06 of the Credit Agreement Agreement, such proceeds shall be paid to, or in accordance with the instructions of, the Administrative Agent at the closing. closing thereof and (biv) With respect to the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default Agent shall have occurred and be continuing, approved such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documentswriting, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the except if such sale, lease, transfer or other disposition, written notice requesting that disposition is permitted under the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such GrantorCredit Agreement. (db) Upon the latest of the cash payment in full of the Secured ObligationsObligations (other than contingent obligations expressed to survive the termination of the Credit Agreement or any other Loan Document), the Termination Date and the termination or expiration of all Bank Secured Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantorsapplicable Grantor. Upon any such termination, the Administrative Agent willshall, at the Borrowerapplicable Grantor's expense, execute and deliver to the Borrower such Grantor such documents as the Borrower such Grantor shall reasonably request to evidence such termination. (c) If all of the capital stock (or other equity interests) of one or more Grantor is sold or otherwise disposed of (except to the Borrower or any of its Subsidiaries) or liquidated in compliance with the requirements of the Credit Agreement (or such sale or other disposition or liquidation has been approved in writing by the Required Lenders) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, such Grantor shall be released from this Agreement and this Agreement shall, as to each such Grantor or Grantors, automatically and completely terminate, have no further force or effect and be forever discharged (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock (or other equity interests) of any Grantor shall be deemed to be a sale of such Grantor for purposes of this Section 24(c)). In such event, the Agent shall, at the applicable Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to release from the assignment and security interest granted hereby the items of Collateral pledged and assigned by such Grantor.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Agent will, at any such Grantor's expense, execute and deliver to such any 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, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by the Borrower to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent at the closing. (b) With respect to the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full of the Secured Obligations, the Termination Date and the termination or expiration of all Bank Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such termination, the Administrative Agent will, at the Borrower's expense, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Agent Foothill will, at any GrantorBorrower's request and expense, execute and deliver to such Grantor Borrower such documents as such Grantor Borrower shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuingcontinuing and Foothill shall not deem itself insecure, (ii) the Borrower shall have delivered to the Administrative AgentFoothill, at least five ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and Collateral, and, for dispositions in excess of $25,000 in value, the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent Foothill and a certification by the Borrower to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request Documents, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) of the Credit Agreement shall be paid to, or in accordance with the instructions of, provisions of this Agreement and the Administrative Agent at the closingTerm Loan Agreement. (b) With respect to Upon the sale or other disposition later of Equipment or Inventory (i) the full and final payment in cash of the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement Obligations and the other Loan Documents without release of Foothill from any obligation to make any further loans or extend credit to or for the necessity benefit of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment ofBorrower, and security interest in(ii) the Maturity Date, such stock granted hereby Foothill shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full of the Secured Obligations, the Termination Date and the termination or expiration of all Bank Hedge Agreements, terminate the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantorshereby. Upon In connection with any such termination, the Administrative Agent Foothill will, at the Borrower's expense, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination.

Release and Termination. (a) All Collateral sold, transferred or otherwise disposed of in accordance with the terms of the Financing Documents (including pursuant to a waiver or amendment of the terms thereof) shall be sold, transferred or otherwise disposed of free and clear of the assignment and security interest granted hereby; provided that at the time of such sale, transfer or other disposition, no Default shall have occurred and be continuing. Upon any such sale, lease, transfer or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Financing Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Collateral Agent will, at any the Grantor's expense, execute and deliver to the Grantor, or to such Persons as the Grantor shall reasonably designate, such UCC termination statements and other similar documents as such the Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted herebyhereby or under any other Collateral Document; provided, however, provided that (iA) at the time of such request and such release no Event of Default shall have occurred and be continuing, (iiB) the Borrower such Grantor shall have delivered to the Administrative Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Collateral Agent and a certification by certificate of the Borrower Grantor to the effect that the transaction is in compliance with the Loan Financing Documents and as to such other matters as the Administrative Collateral Agent may request and (iiiC) the proceeds of any such sale, lease, transfer or other disposition required to be applied applied, or any payment to be made in connection therewith, in accordance with Section 2.06(b)(ii) 2.06 of the Credit Agreement shall shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Collateral Agent at when and as required under Section 2.06 of the closingCredit Agreement. Upon the release of any item of Collateral from the security interest granted hereby pursuant to this Section 9.08(a), any representation, warranty or covenant contained herein relating to such Collateral shall no longer be deemed to be made with respect to such Collateral (except to the extent that any such representation, warranty or covenant made prior to such release would be deemed to survive the termination of this Agreement pursuant to Section 9.19). (b) With respect to Upon the sale or other disposition (i) the earlier of Equipment or Inventory (A) the Collateral Release Date and (B) the latest of (1) the payment in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part full in cash of the stock of any Discontinued Subsidiary by any Grantor in accordance with Senior Debt Obligations and (2) the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such GrantorFinal Maturity Date, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full of the Secured Obligations, the Termination Date and the termination or expiration of all Bank Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the GrantorsGrantor. Upon any such termination, the Administrative Collateral Agent will, at the BorrowerGrantor's expense, execute and deliver to the Borrower Grantor such documents as the Borrower Grantor shall reasonably request to evidence such termination.

Release and Termination. (a) Upon any sale, lease, transfer ----------------------- or other disposition of any item of Collateral (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Person that owns such Collateral) in accordance with the terms of the Loan Documents (other than sales or rentals of Equipment and Inventory in the ordinary course of business), the Administrative Agent will, at any Grantor's expensethe expense of the Grantor pledging such item of Collateral hereunder, 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, however, that (i) at the time of such request and such release -------- ------- no Event of Default shall have occurred and be continuing, (ii) the Borrower such Grantor shall have delivered to the Administrative Agent, at least five Business Days ten days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by the Borrower such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.06(b)(ii) 2.06 of the Credit Agreement shall be paid to, or in accordance with the instructions of, the Administrative Agent at the closing. (b) With respect to Upon the sale or other disposition of Equipment or Inventory in the ordinary course of business permitted by the Loan Documents, so long as at the time of such sale no Event of Default shall have occurred and be continuing, such sale or other disposition may be made free from the lien of this Agreement and the other Loan Documents without the necessity of any release from or consent by the Administrative Agent and no purchaser of any such property shall be bound to inquire into any question affecting the right of any Grantor to sell or otherwise dispose of such Equipment or Inventory free from the lien of this Agreement and the Loan Documents. (c) In connection with any sale, lease, transfer or other disposition of all or part later of the stock of any Discontinued Subsidiary by any Grantor in accordance with the terms of the Loan Documents, so long as no Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the such sale, lease, transfer or other disposition, written notice requesting that the certificates held by the Administrative Agent evidencing such stock be delivered to such Grantor, the pledge and assignment of, and security interest in, such stock granted hereby shall be released and such certificates shall be released to such Grantor. (d) Upon the latest of the cash payment in full in cash of the Secured Obligations, Obligations and the Termination Date and the termination or expiration of all Bank Hedge AgreementsDate, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantorsappropriate Grantor. Upon any such termination, the Administrative Agent will, at the Borrowersuch Grantor's expense, execute and deliver to the Borrower such Grantor such documents as the Borrower such Grantor shall reasonably request to evidence such termination.