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 in accordance with the express terms of the Loan Documents, the Administrative Agent will, at the Grantors' expense, execute and deliver to 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 Default shall have occurred and be continuing, (ii) such Grantor shall deliver to the Administrative Agent, at least ten (10) 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 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 2.6 or any other provision of the Credit Agreement shall be applied as required by the terms of the Credit Agreement. (b) Upon the latest of (i) the 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, 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 appropriate Grantor. Upon any such termination, the Administrative Agent will, at the Grantors' expense, execute and deliver to the appropriate Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) To the extent any one or more provisions of this Agreement shall conflict with one or more provisions in the Credit Agreement, the provisions of the Credit Agreement shall control and supersede any such conflicting provision(s) of this Agreement.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral in accordance with the express terms of the Loan DocumentsDocuments (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at the Grantors' applicable Grantor's expense, execute and deliver to each 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 Default shall have occurred and be continuing, (ii) such the applicable Grantor shall deliver have delivered to the Administrative Collateral Agent, at least ten (10) days 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 such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Collateral 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 2.6 or any other provision 2.05 of the Credit Agreement shall be applied as required by paid to, or in accordance with the terms of instructions of, the Credit AgreementCollateral Agent at the closing. (b) Upon the latest later of (i) the indefeasible payment in full in cash of the Secured Obligations, and (ii) the expiration, termination or cancellation of all later of the Letters of Credit Tranche A Termination Date, the Tranche B Termination Date, and (iii) the Working Capital Termination Date, 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 appropriate applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the Grantors' applicable Grantor's expense, execute and deliver to the appropriate such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) To the extent any one or more provisions of this Agreement shall conflict with one or more provisions in the Credit Agreement, the provisions of the Credit Agreement shall control and supersede any such conflicting provision(s) of this Agreement.

Release and Termination. (a) Upon any sale, lease, transfer transfer, or other disposition of any item of Intellectual Property Collateral in accordance with the express terms of the Loan DocumentsAgreement, the Administrative Agent will, at the Grantors' expense, execute and deliver to each Grantor Grantors such documents as such Grantor Grantors shall reasonably request to evidence the release of such item of Intellectual Property Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request -------- ------- and such release release, no Default shall have occurred and be continuing, (ii) such Grantor Grantors shall deliver have delivered to the Administrative Agent, at least ten (10) days Business Days prior to the date of the proposed release, a written request for release describing the item of Intellectual Property Collateral and the terms of the sale, lease, transfer 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 such Grantor Grantors to the effect that the transaction is in compliance with the Loan Documents Agreement and as to such other matters as the Administrative Agent may request, and (iii) the proceeds of any such sale, lease, transfer transfer, or other disposition required to be applied in accordance with Section 2.6 or any other provision the Loan Agreement, and (iv) the Agent at the direction of a majority of the Credit Agreement Lenders shall be applied as required by the terms of the Credit Agreementhave approved such sale, lease, transfer, or other disposition in writing. (b) Upon the latest later of (i) the indefeasible payment or performance in full in cash of the Secured Obligations, or (ii) the expiration, date of termination or cancellation in whole of all rights and obligations of the Letters of Credit and (iii) Lenders under the Termination DateLoan Agreement, the pledge, assignment pledge and security interest granted by each of the Grantors hereby shall terminate and all rights to the Intellectual Property Collateral shall revert to the appropriate Grantor. Upon any such termination, the Administrative Agent will, upon receipt of a written request and at the Grantors' expense, execute and deliver to the appropriate Grantor Grantors such documents as such Grantor Grantors shall reasonably request to evidence such termination. (c) To the extent any one or more provisions of this Agreement shall conflict with one or more provisions in the Credit Agreement, the provisions of the Credit Agreement shall control and supersede any such conflicting provision(s) of this Agreement.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral in accordance with the express terms of the Loan Documents, the Administrative Agent willshall, at the Grantors' applicable Grantor's expense, execute and deliver to each 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 Default shall have occurred and be continuing, (ii) such Grantor shall deliver have delivered to the Administrative Agent, at least ten (10) days 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 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 reasonably request, and (iii) to the extent that the proceeds of any such sale, lease or transfer or other disposition are required to be applied in accordance with Section 2.07 of the Credit Agreement, such proceeds shall be paid to, or in accordance with the instructions of, the Agent at the closing thereof and (iv) the Agent shall have approved such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.6 writing, except if such sale, lease, transfer or any other provision of the Credit Agreement shall be applied as required by the terms of disposition is permitted under the Credit Agreement. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations, Obligations (ii) other than contingent obligations expressed to survive the expiration, termination or cancellation of all of the Letters of Credit Agreement or any other Loan Document) and (iii) the Termination Date, 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 appropriate applicable Grantor. Upon any such termination, the Administrative Agent willshall, at the Grantors' applicable Grantor's expense, execute and deliver to the appropriate such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) To If all of the extent any capital stock (or other equity interests) of one or more provisions Grantor is sold or otherwise disposed of this Agreement shall conflict (except to the Company or any of its Subsidiaries) or liquidated in compliance with one or more provisions in the requirements of the Credit AgreementAgreement (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 shall control and supersede any this Agreement shall, as to each such conflicting provision(sGrantor 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 AgreementSection 17(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 in accordance with the express terms of the Loan Documents, the Administrative Agent will, at the Grantors' expense, execute and deliver to 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; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall deliver have delivered to the Administrative Agent, at least ten fifteen (1015) 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 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 2.6 or any other applicable provision of the Credit Agreement shall be applied as required by the terms of the Credit Agreement. (b) Upon the latest of (i) the 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 Datetermination of the Revolving Credit Commitment, 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 appropriate Grantor. Upon any such termination, the Administrative Agent will, at the Grantors' expense, execute and deliver to the appropriate Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) To the extent any one or more provisions of this Agreement shall conflict with one or more provisions in the Credit Agreement, the provisions of the Credit Agreement shall control and supersede any such conflicting provision(s) of this Agreement.

Release and Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral in accordance with the express terms of the Loan Documents, the Administrative Agent willshall, at the Grantors' applicable Grantor’s expense, execute and deliver to each 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 Default shall have occurred and be continuing, (ii) such Grantor shall deliver have delivered to the Administrative Agent, at least ten (10) days 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 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 reasonably request, and (iii) to the extent that the proceeds of any such sale, lease or transfer or other disposition are required to be applied in accordance with Section 2.07 of the Credit Agreement, such proceeds shall be paid to, or in accordance with the instructions of, the Agent at the closing thereof and (iv) the Agent shall have approved such sale, lease, transfer or other disposition required to be applied in accordance with Section 2.6 writing, except if such sale, lease, transfer or any other provision of the Credit Agreement shall be applied as required by the terms of disposition is permitted under the Credit Agreement. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations, Obligations (ii) other than contingent obligations expressed to survive the expiration, termination or cancellation of all of the Letters of Credit Agreement or any other Loan Document) and (iii) the Termination Date, 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 appropriate applicable Grantor. Upon any such termination, the Administrative Agent willshall, at the Grantors' applicable Grantor’s expense, execute and deliver to the appropriate such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) To If all of the extent any capital stock (or other equity interests) of one or more provisions Grantor is sold or otherwise disposed of this Agreement shall conflict (except to the Company or any of its Subsidiaries) or liquidated in compliance with one or more provisions in the requirements of the Credit AgreementAgreement (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 shall control and supersede any this Agreement shall, as to each such conflicting provision(sGrantor 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 AgreementSection 17(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) 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 of any Grantor in accordance with the express terms of the Loan DocumentsFinancing Documents (other than sales of Inventory in the ordinary course of business), the Administrative Collateral Agent will, at the Grantors' such Grantor's expense, execute and deliver to each such Grantor, or to such Persons as such Grantor shall reasonably designate, such UCC termination statements and other similar 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 Default shall have occurred and be continuing, (iiB) such Grantor shall deliver have delivered to the Administrative Collateral Agent, at least ten (10) days 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 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, 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 2.6 or any other provision 2.06 of the Credit Agreement shall shall, to the extent so required, be applied paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required by the terms under Section 2.06 of the Credit 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) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Senior Debt Obligations, (ii) the expiration, termination or cancellation of all of the Letters of Credit Maturity Date and (iii) the Termination Datetermination or expiration of all Commitments, the pledge, assignment pledge and security interest granted by each of the Grantors hereby shall terminate and all rights to the Collateral shall revert to the appropriate applicable Grantor. Upon any such termination, the Administrative Collateral Agent will, at the Grantors' applicable Grantor's expense, execute and deliver to the appropriate such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) To the extent any one or more provisions of this Agreement shall conflict with one or more provisions in the Credit Agreement, the provisions of the Credit Agreement shall control and supersede any such conflicting provision(s) of this Agreement.