Common use of Ordinary Termination Clause in Contracts

Ordinary Termination. The parties agree that this Agreement, including all rights granted by Seller to Purchaser hereunder and including the power of attorney granted hereunder, shall automatically terminate on the Threshold Date without the need of any Notice of termination. Upon such termination, (i) all ownership interests or other Adverse Claims arising through Purchaser in the Purchased Receivables and any other property in respect of which an ownership interest or Adverse Claim was granted by Seller, or otherwise arose, in favor of Purchaser pursuant to the Transaction Documents, shall be automatically, and without the need for any further action, terminated and released, (ii) Purchaser shall, at its own sole cost and expense, deliver and, where applicable, execute and endorse such agreements, documents and instruments evidencing or effecting the release of the security interests, liens and other Adverse Claims in the Purchased Receivables and any other property in respect of which an Adverse Claim was granted by Seller, or otherwise arose, in favor of Purchaser pursuant to any Transaction Documents as may be reasonably requested and prepared from time to time by Seller and reasonably acceptable to Purchaser and (iii) Seller may amend, terminate or otherwise modify any financing statements filed against Seller without the consent of Purchaser. In addition, following the Threshold Date, at the written request of Seller, Purchaser shall deliver an instruction letter, in form and substance reasonably satisfactory to Seller, to any Counterparty directing them to remit all Royalty Payments and related reports directly to Seller and otherwise terminating and revoking all instructions and powers of attorney set forth or referred to in the Consent and Instruction Letter or similar letter delivered from time to time, and, if Purchaser fails to deliver such a letter to any Counterparty within ten (10) Business Days of such request, Purchaser hereby authorizes Seller to deliver such a letter to such Counterparty on behalf of Purchaser. Notwithstanding the forgoing, Sections 7.5, 6.2, 6.10, 6.12 and Article VIII shall survive any such termination of this Agreement.