Common use of Sale and Release of Collateral Clause in Contracts

Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, only the Agent with the senior Lien in the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of such Collateral. Subject to the terms of Sections 2.8(b), 2.10 and 2.12(b) below, the Agent and any other Lender with the junior Lien on any Collateral shall: (i) be deemed to have automatically and without further action released and terminated any Liens it may have on such Collateral to the extent such Collateral is sold or otherwise disposed of either by the Agent with the senior Lien on such Collateral, any agent of such Agent, or any Debtor with the consent of such Agent, (ii) be deemed to have authorized the Agent with the senior Lien on such Collateral to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Debtor and the Agent with the junior Lien thereon or any other Lender to evidence such release and termination, (iii) promptly upon the request of the Agent with the senior Lien thereon execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Agent with the senior Lien thereon may require in connection with such sale or other disposition by such Agent, such Agent’s agents or any Debtor with the consent of such Agent to evidence and effectuate such termination and release, and (iv) be deemed to have consented to such sale or other disposition. (b) Notwithstanding anything to the contrary contained in Section 2.8(a) above, any such release or UCC amendment or termination by or on behalf of the Agent with the junior Lien thereon referred to above shall not extend to or otherwise affect any of the rights, if any, of such Agent to the proceeds from any such sale or other disposition of Collateral upon the payment in full of the Revolving Loan Debt or the Supplemental Loan Debt, as the case may be, whichever is secured by the senior Lien on such Collateral. In addition, notwithstanding anything to the contrary contained in Section 2.8(a) above, the Agent and any other Lender with the junior Lien on any Real Property Collateral shall only be deemed to have automatically, and without further action, released and terminated any Liens it may have on any Real Property Collateral that is sold or otherwise disposed of if the net proceeds from the sale of such Real Property Collateral payable to or for the benefit of Debtors upon the transfer of ownership thereof or any interest therein shall not be less than the Minimum Proceeds Amount for such Real Property Collateral if that such sale is prior to a Revolving Loan Default.

Sale and Release of Collateral. (a) Notwithstanding anything to Only the contrary contained in any of the Agreements, only the Agent Secured Creditor ---------------------------------- with the senior Lien in the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of such Collateral. Subject to the terms of Sections 2.8(b), 2.10 and 2.12(b) below, the Agent and any other Lender The Secured Creditor with the junior Lien on any Collateral shall: : (ia) be deemed to have automatically and without further action released and terminated any Liens it may have on such Collateral to the extent such Collateral is sold or otherwise disposed of either by the Agent Secured Creditor with the senior Lien on such Collateral, any agent of such AgentSecured Creditor, or any Debtor Obligor with the consent of such Agent, Secured Creditor, (iib) be deemed to have authorized the Agent Secured Creditor with the senior Lien on such Collateral to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Debtor Obligor and the Agent Secured Creditor with the junior Lien thereon or any other Lender Secured Creditor to evidence such release and termination, , (iiic) promptly upon the request of the Agent Secured Creditor with the senior Lien thereon execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Agent Secured Creditor with the senior Lien thereon may require in connection with such sale or other disposition by such AgentSecured Creditor, such Agent’s Secured Creditor's agents or any Debtor Obligor with the consent of such Agent Secured Creditor to evidence and effectuate such termination and release, and (iv) be deemed to have consented to such sale or other disposition. (b) Notwithstanding anything to the contrary contained in Section 2.8(a) aboveprovided, that, any such release or UCC amendment or termination by or on behalf of the Agent Secured Creditor with the junior Lien thereon referred to above shall not extend to or otherwise affect any of the rights, if any, of such Agent Secured Creditor with the junior Lien to the proceeds from any such sale or other disposition of Collateral upon the payment and satisfaction in full of the Revolving Loan Debt or the Supplemental Loan Noteholder Debt, as the case may be, whichever is secured by the senior Lien on such Collateral. In addition, notwithstanding anything Collateral and (d) be deemed to have consented under the contrary contained in Section 2.8(a) above, Agreements of the Agent and any other Lender Secured Creditor with the junior Lien on any Real Property Collateral shall only be deemed thereon and the Secured Creditors for whom such Secured Creditor is acting to have automatically, and without further action, released and terminated any Liens it may have on any Real Property Collateral that is sold or otherwise disposed of if the net proceeds from the sale of such Real Property Collateral payable to or for the benefit of Debtors upon the transfer of ownership thereof or any interest therein shall not be less than the Minimum Proceeds Amount for such Real Property Collateral if that such sale is prior to or other disposition, provided, that, in any sale or other disposition of any of the Collateral by either Secured Creditor under the Uniform Commercial Code or other applicable law, such Secured Creditor shall conduct such sale or other disposition in a Revolving Loan Defaultcommercially reasonable manner.

Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, until all of the Senior Debt is indefeasibly paid in full and the Senior Creditor Agreements are terminated, only the Senior Creditor Agent with the senior Lien in the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of such Collateral. Subject to the terms of Sections 2.8(b), 2.10 and 2.12(b) below, the Agent and any other Lender with the junior Lien on any Collateral shall: Junior Creditor shall (ia) be deemed to have automatically and without further action released and terminated any Liens it may have on such the Collateral to the extent such Collateral is sold or otherwise disposed of in a commercially reasonable manner either by the Agent with the senior Lien on such CollateralSenior Creditor Agent, any agent of such Senior Creditor Agent, or any Debtor with the consent of such Agent, Senior Creditor Agent (iiprovided that, in the case of a sale of Collateral other than inventory or accounts, the cash proceeds thereof are applied to repay the term loan made by Lenders to Borrower until fully repaid and thereafter to repay revolving loans made by Lenders to Borrower), (b) be deemed to have authorized the Senior Creditor Agent with the senior Lien on such Collateral to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Debtor and the Agent with the junior Lien thereon or any other Lender Junior Creditor to evidence such release and termination, , (iiic) promptly upon the request of the Agent with the senior Lien thereon Senior Creditor Agent, execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Senior Creditor Agent with the senior Lien thereon reasonably may require in connection with such sale or other disposition by such Senior Creditor Agent, such Senior Creditor Agent’s agents or any Debtor with the consent of such Senior Creditor Agent to evidence and effectuate such termination and release, and (iv) be deemed to have consented to such sale or other disposition. (b) Notwithstanding anything to the contrary contained in Section 2.8(a) aboveprovided, that, any such release or UCC amendment or termination by or on behalf of the Agent with the junior Lien thereon referred to above Junior Creditor shall not extend to or otherwise affect any of the rights, if any, of such Agent Junior Creditor to the proceeds from any such sale or other disposition of Collateral upon and (d) be deemed to have consented under the payment in full of the Revolving Loan Debt Junior Creditor Agreements to such sale or the Supplemental Loan Debt, as the case may be, whichever is secured by the senior Lien on such Collateralother disposition. In additionthe event that for any reason Junior Creditor shall fail to immediately execute and deliver to Senior Creditor Agent any such release documents, notwithstanding Senior Creditor Agent is hereby irrevocably authorized to execute and deliver such release documents on behalf of Junior Creditor as Junior Creditor’s attorney-in-fact. Notwithstanding anything to the contrary contained in this Section 2.8(a) above2.6, the Agent and any other Lender with the junior Lien on any Real Property Collateral Junior Creditor shall only not be deemed to have automaticallyrelease or terminate the Liens of Junior Creditor to the extent that any proceeds of the sale, and without further action, released and terminated any Liens it may have on any Real Property transfer or other disposition of Collateral that is sold or otherwise disposed are in excess of if the net proceeds from amount necessary to pay in full all of the sale of such Real Property Collateral payable to or for the benefit of Debtors upon the transfer of ownership thereof or any interest therein shall not be less than the Minimum Proceeds Amount for such Real Property Collateral if that such sale is prior to a Revolving Loan DefaultSenior Debt in immediately available funds.

Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, only the Agent with the senior Lien in the Collateral Senior Creditor shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of such Collateral. Subject to the terms Junior Creditor shall, upon receipt of Sections 2.8(b), 2.10 and 2.12(b) below, the Agent and any written notice from Senior Creditor of a proposed sale or other Lender with the junior Lien on any Collateral shalldisposition of Collateral: (i) be deemed to have automatically and without further action released and terminated any Liens it may have on such the Collateral to the extent such Collateral is sold or otherwise disposed of either by the Agent with the senior Lien on such CollateralSenior Creditor, any agent of such AgentSenior Creditor, or any Debtor with the consent of such AgentSenior Creditor, (ii) be deemed to have authorized the Agent with the senior Lien on such Collateral Senior Creditor to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Debtor Debtors and the Agent with the junior Lien thereon or any other Lender Junior Creditor to evidence such release and termination, (iii) promptly upon the request of the Agent with the senior Lien thereon Senior Creditor execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Agent with the senior Lien thereon Senior Creditor may reasonably require in connection with such sale or other disposition by such AgentSenior Creditor, such Agent’s Senior Creditor's agents or any Debtor with the consent of such Agent Senior Creditor to evidence and effectuate such termination and release; provided, and (iv) be deemed to have consented to such sale or other disposition. (b) Notwithstanding anything to the contrary contained in Section 2.8(a) abovethat, any such release or UCC amendment or termination by or on behalf of the Agent with the junior Lien thereon referred to above Junior Creditor shall not extend to or otherwise affect any of the rights, if any, of such Agent Junior Creditor to the proceeds from any such sale or other disposition of Collateral upon Collateral; and (iv) be deemed to have consented under the payment in full of the Revolving Loan Debt Junior Creditor Agreements to such sale or the Supplemental Loan Debt, as the case may be, whichever is secured by the senior Lien on such Collateralother disposition. In additionthe event that for any reason Junior Creditor shall fail within five (5) days after the date requested by Senior Creditor to execute and deliver to Senior Creditor any such release documents, notwithstanding Senior Creditor is hereby irrevocably authorized to execute and deliver such release documents on behalf of Junior Creditor. (b) Notwithstanding anything to the contrary contained in this Section 2.8(a) above2.6, the Agent and any other Lender with the junior Lien on any Real Property Collateral Junior Creditor shall only not be deemed to have automaticallyrelease or terminate the Liens of Junior Creditor to the extent that any proceeds of the sale, and without further action, released and terminated any Liens it may have on any Real Property transfer or other disposition of Collateral that is sold or otherwise disposed are in excess of if the net proceeds from amount necessary to pay in full all of the sale of such Real Property Collateral payable to or for the benefit of Debtors upon the transfer of ownership thereof or any interest therein shall not be less than the Minimum Proceeds Amount for such Real Property Collateral if that such sale is prior to a Revolving Loan DefaultSenior Debt in immediately available funds.

Sale and Release of Collateral. (a) Notwithstanding anything to the contrary contained in any of the Agreements, until the payment in full of the Senior Debt, only the Senior Creditor Agent with the senior Lien in the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer transfer, lease, license or other disposition of Collateral, provided that (i) any sale, transfer, lease, license or other disposition of Collateral shall be conducted in a commercially reasonable manner and (ii) in no event shall Noteholder Agent or any Noteholder take any action to hinder, delay or prevent any sale, transfer, lease, license or other disposition of Collateral, or the terms hereof allowing such sale, transfer, lease, license or other disposition of Collateral, not be deemed fulfilled as a result of any claim by Noteholder Agent or any Noteholder that any such sale, transfer, lease, license or other disposition of Collateral has not been conducted in a commercially reasonable manner and (iii) the failure of Noteholder Agent or any Noteholder to take such action shall not be deemed to waive or release any claims of Noteholder Agent or such Noteholder as a result of any such sale, transfer, lease, license or other disposition of Collateral not being conducted in a commercially reasonable manner. After payment in full of the Senior Debt and until the payment in full of the Noteholder Debt, only Noteholder Agent shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, lease, license or other disposition of Collateral. Subject Any sale, transfer, lease, license or other disposition of Collateral by Noteholder Agent shall be conducted in a commercially reasonable manner. (b) As to the terms any sale, transfer, lease, license or other disposition of Sections 2.8(b)any Collateral, 2.10 and 2.12(b) below, the Noteholder Agent and any other Lender with the junior Lien on any Collateral shall: shall (i) be deemed to have automatically and without further action released and terminated any Liens it may have on such the Collateral to the extent such Collateral is sold sold, transferred, leased, licensed or otherwise disposed of either by the Agent with the senior Lien on such CollateralSenior Creditor Agent, any agent of such Senior Creditor Agent, or any Debtor with the consent of such Senior Creditor Agent, , (ii) be deemed to have authorized the Senior Creditor Agent with the senior Lien on such Collateral to file UCC amendments and terminations covering the Collateral so sold sold, transferred, leased, licensed or otherwise disposed of as to UCC financing statements between any Debtor and the Agent with the junior Lien thereon or any other Lender Noteholder Creditor to evidence such release and termination, , (iii) promptly upon the request of the Senior Creditor Agent with the senior Lien thereon execute and deliver such other release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Senior Creditor Agent with the senior Lien thereon may require in connection with such sale sale, transfer, lease, license or other disposition by such Senior Creditor Agent, such Senior Creditor Agent’s 's agents or any Debtor with the consent of such Senior Creditor Agent to evidence and effectuate such termination and release, and and (iv) be deemed to have consented under the Noteholder Agreements to such sale or other disposition. ; PROVIDED, THAT, (bA) Notwithstanding anything to the contrary contained in Section 2.8(a) above, any such release or UCC amendment or termination by or on behalf of the Noteholder Agent with the junior Lien thereon referred to above shall not extend to or otherwise affect any of the rights, if any, of such Noteholder Agent to the proceeds from any such sale sale, transfer, lease, license or other disposition of Collateral upon and (B) the payment in full proceeds of such sale, transfer, lease, license or other disposition shall be applied to the Senior Debt to the extent required under the terms of the Revolving Senior Creditor Loan Debt Agreement as in effect on the date hereof, except that, in addition to any other right of a Debtor to reinvest such proceeds provided for in the Senior Creditor Loan Agreement as in effect on the date hereof, Senior Creditor Agent may, at its option, agree to allow up to $1,000,000 of the proceeds from any such sale, transfer, lease, license or other disposition of Collateral (or related series of such transactions) to be used within one hundred eighty (180) days of the Supplemental Loan Debt, as receipt of such proceeds to reinvest in the case may be, whichever is secured by the senior Lien on such Collateral. In addition, operations and business of a Debtor and (C) notwithstanding anything to the contrary contained in Section 2.8(a) abovethis Agreement, the Agent as to any sale, transfer, lease, license or other disposition of any Collateral in an Insolvency Proceeding, a Noteholder may exercise such rights and any other Lender with the junior Lien on any Real Property Collateral shall only be deemed to have automatically, and without further action, released and terminated any Liens remedies as it may have on as an unsecured creditor in such Insolvency Proceeding with respect to such sale, transfer, lease, license or other disposition of any Real Property Collateral that is sold or otherwise disposed of if the net proceeds from the sale of such Real Property Collateral payable to or for the benefit of Debtors upon the transfer of ownership thereof or any interest therein shall not be less than the Minimum Proceeds Amount for such Real Property Collateral if that such sale is prior to a Revolving Loan DefaultCollateral.