Common use of Release of Collateral Clause in Contracts

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10.

Release of Collateral. Provided that no Event of Default has occurred (i) all indebtedness secured hereunder (other than payments not yet due and is continuing, payable under the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, Note) shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time have been paid in full or canceled and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale there does not otherwise exist any event of any Collateral released pursuant to this default under Section (less a portion of such consideration9, the Fair Value of which is equal pledged Member Interest, together with any additional Collateral that may hereafter be pledged and deposited hereunder, shall be released from pledge and returned to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens Borrower in accordance with the terms following provisions: (a) Upon payment or prepayment of principal under the Note, together with payment of all accrued interest to date, one or more Member Interest held as Collateral hereunder shall (subject to the applicable limitations of Subsections (c) and (d) below) be released to the Borrower within three business days after such payment or prepayment. The amount of Member Interest to be so released shall be equal to the whole number obtained by multiplying (i) the total number of Member Interests held under this Agreement at the time of the Original Pledge Agreement payment or prepayment by (ii) a fraction, the numerator of which shall be the amount of the principal paid or prepaid and the Original Indenture denominator of which shall be the unpaid principal balance of the Note immediately prior to such payment or prepayment. In no event, however, shall anything less than a whole number Member Interest be released. (b) Any additional Collateral that may hereafter be pledged and deposited with Creditor (pursuant to the requirements of Section 4) with respect to the Member Interests pledged hereunder shall be released at the same time the particular Member Interest to which the additional Collateral relates are to be released in accordance with the applicable provisions of Subsection (a) above. Under no circumstances, however, shall any Member Interest or any other Collateral be released if previously applied to the payment of any indebtedness secured hereunder. (c) In no event shall any member Interest be released pursuant to the provisions of Subsections (a) and (b) above if, and to the extent, the fair market value of the Member Interest and all remaining proceeds, if any, are used or delivered as required by this Section 10other Collateral that would otherwise remain in pledge hereunder after such release were affected would be less than the unpaid balance of the Note (principal and accrued interest). 9.

Release of Collateral. Provided (a) Subject to subsections (b), (c) and (d) of this Section 11.03, Collateral may be released from the Lien created by this Indenture and the Collateral Documents at any time or from time to time upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all terms for release and conditions precedent hereunder and under any applicable Collateral Document have been met and specifying (x) the identity of the Collateral to be released and (y) the provision of this Indenture which authorizes such release. The Trustee shall release (at the sole cost and expense of the Issuers) (i) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of (including, without limitation, any Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of to an Unrestricted Subsidiary, but excluding any such contribution, sale, lease, conveyance, transfer or other distribution to the either of the Issuers or a Restricted Subsidiary); provided such contribution, sale, lease, conveyance, transfer or other distribution is or will be made in accordance with the provisions of this Indenture, including, without limitation, the requirement that the net proceeds from such contribution, sale, lease, conveyance, transfer or other distribution are or will be applied in accordance with this Indenture and that no Default or Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all continuing or any portion of the Collateral, shall take all action necessary to release would occur immediately following such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, release; (ii) Collateral that is condemned, seized or taken by the consideration received from power of eminent domain or otherwise; provided that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (iii) Collateral which may be released with the sale consent of Holders pursuant to Article Nine hereof; (iv) all Collateral (except as provided in Article Eight hereof and, in particular, the funds in the trust fund described in Section 8.04 hereof) upon discharge of defeasance of this Indenture in accordance with Article Eight hereof; (v) all Collateral upon the payment in full of all obligations of the Issuers with respect to the Notes; (vi) Collateral of a Subsidiary Guarantor whose Subsidiary Guarantee is released pursuant to Section 10.07 hereof; and (vii) Collateral that is expressly required to be released by any Collateral Document. Upon receipt of such Officers’ Certificate the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Section (less a portion of such consideration, Indenture or the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release AmountDocuments. The Trustee agrees is hereby authorized and shall, from time to time upon request of the Issuers, and at the Issuers’ expense, execute and deliver UCC-3 partial release or termination statements and such other documents or instruments as the Company may reasonably request in connection with the evidencing release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause available for release pursuant to clauses (i) through (vii) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to Upon the lesser sale, lease, transfer or other disposition of any item of Collateral of any Credit Party (A) the Net Value on the Exchange Closing (or such later date including, without limitation, as the asset was added to the Security Pool) a result of the Collateral which is to be releasedsale, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Credit Documents, of the Credit Party that owns such Collateral) in accordance with the terms of the Credit Documents or if otherwise approved, authorized or ratified in writing by the Required Lender (or such other percentage of Lenders as required by below), (ii) upon the date (x) the Commitments have been terminated, (y) no Loans or Letters of Credit (other than Letters of Credit which have been Cash Collateralized) remain outstanding and (z) all amounts owing hereunder or under any other Credit Document or the Fee Letter or in connection herewith or therewith have been paid in full (other than contingent indemnification of the Credit Party Obligations to the extent no claim giving rise thereto has been asserted) (and, concurrently therewith, to release all the Credit Parties from their obligations under the Credit Documents (other than those that specifically survive termination of this Agreement)), (iii) upon any asset ceasing to constitute Collateral or (iv) upon the occurrence of the Security Release Date, the Lenders irrevocably authorize the Administrative Agent, and the Administrative Agent agrees, at the Borrowers’ expense, to execute and deliver to such Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Credit Documents; provided, however, that (x) any release of a Lien shall be conditioned on such Lien being released under the Bridge Facility or any Secured Refinancing Facility substantially simultaneously, (y) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (z) such release shall not in any manner discharge, affect or impair the Credit Party Obligations or, in the case of clauses (i) and (iii) above, any Liens upon (or obligations of any Borrower or any other Credit Party in respect of) all interests retained by any Borrower or any other Credit Party, including (without limitation) the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral; provided, further, that the Principal Property Collateral (as defined in each of the Pledge Agreement and the Original Indenture Security Agreement) shall be released upon the indefeasible payment in full of all Principal Property Secured Obligations (as defined in each of the Pledge Agreement and if the Security Agreement) with proceeds of Principal Property Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all remaining proceedsof the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, if anytransfer or foreclosure. Notwithstanding anything to the contrary set forth in this Agreement, are used (a) any release of all or delivered substantially all of the Specified Guarantors from their obligations under the Collateral Documents prior to the Security Release Date shall require the written consent of all the Lenders (provided that (i) the release of less than substantially all of the Specified Guarantors shall solely require the consent of the Required Lenders and (ii) no consent of the Lenders shall be required for the release of any Specified Guarantor that ceases to be a Subsidiary as required by this Section 10a result of a transaction not prohibited hereunder provided that no Event of Default shall exist or arise as a result of such release); (b) any release of all or substantially all of the Liens on the Collateral in any transaction or series of transactions prior to the Security Release Date, shall require the written consent of all directly or adversely affected Lenders and/or (c) any amendments to the Credit Documents that would have the effect of subordinating the Lenders’ security interest in all or substantially all Collateral prior to the Security Release Date, shall require the written consent of all directly or adversely affected Lenders.

Release of Collateral. Provided that no Event The Notes Collateral Agent shall not at any time release Collateral from the security interests created by the Notes Collateral Documents unless such release is in accordance with the provisions of Default has occurred and is continuingthis Indenture, the Trustee, upon receipt Intercreditor Agreement and the applicable Notes Collateral Documents. The release of at least five Business Days written notice any Collateral from the Liens created by the Notes Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture, the Notes Collateral Documents and the Intercreditor Agreement. To the extent required by law, the Company delivered shall cause Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Liens created by this Indenture and the Notes Collateral Documents to be complied with; provided, that any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made solely by an officer of the Company except in connection cases where Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert. Notwithstanding the foregoing, the Company shall not be required to comply with a proposed sale of all or any portion of Section 314(d) of the Trust Indenture Act if it determines, in good faith based on the advice of counsel, that under the terms of Section 314(d) of the Trust Indenture Act and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Each Holder, shall take all action necessary by its acceptance of the Securities, consents to and authorizes the Notes Collateral Agent to release such portion of or subordinate Liens upon the Collateral in accordance with, and as is proposed required by, this Indenture, the Notes Collateral Documents and the Intercreditor Agreement, and to be sold from take any further action and enter into any documentation to evidence the Lien created under this Agreement and deliver such Collateral to the Company free and clear release or subordination of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with this Indenture, the terms of the Original Pledge Agreement Notes Collateral Documents and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Intercreditor Agreement.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 27, the Trustee, Trustee shall release property from the lien of the Deed of Charge only upon receipt of at least five Business Days written notice an Issuer Request accompanied by an Officers' Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA ss.ss.314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Deed of Charge, the Issuer shall, in addition to any obligation imposed in this Clause 27 or elsewhere in this Trust Deed, furnish to the Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a certificate as to the fair value of such property provided to such officers by an internationally recognized financial institution with expertise in such matters. Whenever the Issuer is required to furnish to the Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Issuer shall also deliver to the Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the property to be so released and of all other such property made the basis of any such release since the commencement of the then current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to this Clause 27, is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes. Whenever any property is to be released from the Company delivered in connection with a proposed sale of all or any portion lien of the CollateralDeed of Charge, the Issuer shall take all action necessary also furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate that in the opinion of such person the proposed release such portion will not impair the security under this Indenture in contravention of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral provisions hereof. Notwithstanding anything to the Company free and clear of such Lien at contrary contained herein, the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of Issuer may (A) the Net Value on the Exchange Closing (collect, liquidate, sell or such later date otherwise dispose of Receivables as the asset was added and to the Security Pool) of extent permitted or required by the Collateral which is to be releasedTransaction Documents, (B) make cash payments out of the Net Proceeds received Designated Accounts as and to the extent permitted or required by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Transaction Documents and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10TIA.

Release of Collateral. Provided that no Event The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of Default has occurred the Commitments and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered payment and satisfaction in connection with a proposed sale full by Borrower of all Loans and reimbursement obligations in respect of letters of credit and any other Obligations, and the termination of all outstanding letters of credit (whether or not any portion of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral Borrower certifies to the Company free Agent that the sale or disposition is made in compliance with Section 6.2.1 (Capital Structure, Merger, Acquisition or Sale of Assets) (and clear of the Agent may rely conclusively on any such Lien certificate, without further inquiry); (iii) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter or property which was the subject of a Permitted Lien in which the other secured party holds a Lien with priority over the Agent’s Liens; or (iv) constituting property leased to the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $500,000 during each Fiscal Year without the prior written authorization of the Lenders and place specified the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Company in such notice, against receipt by the Trustee Agent or the Paying Agent of (i) an amount Borrower at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amountany time, the "Released Amount"), which amount shall be applied by Lenders will confirm in writing the Trustee Agent’s authority to release any Agent’s Liens upon particular types or Paying Agent to the simultaneous redemption items of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section 8.12. Upon receipt by the Agent of any necessary authorization required pursuant to this Section 8.12 (less a portion a) from the Lenders of such considerationthe Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, the Fair Value of which Agent shall (and is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited hereby irrevocably authorized by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iiiLenders to) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver execute such documents or instruments as the Company may reasonably request in connection with be necessary to evidence the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause Agent’s Liens upon such Collateral; provided, however, that (i) abovethe Agent shall not be required to execute any such document on terms which, it shall be a condition of in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Collateral from Liens without recourse or warranty, and (ii) such Lien that release shall not in any manner discharge, affect or impair the Company Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any sale, all of which shall have taken all action necessary continue to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any constitute part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Collateral.

Release of Collateral. Provided that no Event of Default has occurred The Lenders hereby irrevocably authorize the Administrative Agent and is continuingthe Collateral Agent, as applicable, and the TrusteeAdministrative Agent shall, upon receipt of at least five Business Days written notice from or shall cause the Company delivered in connection with Collateral Agent, as applicable, to release any Liens granted to the Administrative Agent or the Collateral Agent, as applicable, by a proposed sale of all or Loan Party on any portion of the Collateral, shall take all action necessary any Covenant Relief Collateral or pursuant to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of a Transferred Mortgage (i) an amount at least equal on the date on which all of the Obligations have been indefeasibly paid and performed in full (other than (1) contingent indemnification obligations that have not been asserted, (2) Letters of Credit the expiration dates of which extend beyond the Revolving Credit Maturity Date as permitted under Section 2.3(b) and in respect of which the Borrower has satisfied the requirements of such Section and Section 2.14 and (3) to the lesser of (A) the Net Value on the Exchange Closing (or extent arrangements reasonably satisfactory to a Specified Derivatives Provider under a Specified Derivatives Contract have been entered into, Specified Derivatives Obligations under such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"Specified Derivatives Contract), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) as required to effect any sale or other disposition of such Collateral or Property subject to a Transferred Mortgage in connection with any exercise of remedies of the consideration received from Administrative Agent and the sale of any Collateral released Lenders pursuant to this Section (less a portion of such consideration11.2, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to upon the Trustee that Securities are substantially simultaneously being repurchased by the Company occurrence of a Collateral Release Date in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection accordance with the release terms and conditions of any Lien Sections 8.14 and 8.15 or delivery of any Collateral as contemplated by this Section. In upon the case of clause (i) above, it shall be a condition occurrence of the release of such Covenant Relief Pledged Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Release Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection accordance with the sale terms and conditions of such asset by the Company if the proceeds thereof are used Section 8.16, (iv) with respect to satisfy prior and senior Liens any Transferred Mortgages in accordance with the terms of Section 13.21, or (v) to the Original Pledge Agreement extent provided for in the Covenant Relief Intercreditor Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral so long as a Collateral Period is then in effect. The Administrative Agent agrees, and is hereby authorized by the Original Indenture Lenders, promptly after the Borrower requests and if all remaining proceedsat the Borrower’s sole cost and expense, if anyto furnish (and to cause the Collateral Agent, are used as applicable, to furnish) to the Borrower any release, termination or delivered other agreement or document evidencing the foregoing release as required may be reasonably requested by this Section 10the Borrower, and which release, termination or other agreement or document shall be in form and substance reasonably acceptable to the Administrative Agent, and to deliver to the Borrower any portion of such Collateral or the Covenant Relief Collateral so released that is in the Administrative Agent’s or the Collateral Agent’s possession, as applicable.

Release of Collateral. Provided that no Event In connection with (i) any Collateral Obligations sold pursuant to Section 7.10, (ii) any Collateral Obligations or other assets distributed in accordance with Section 10.16 or (iii) any Repurchased Collateral Obligations or Substituted Collateral Obligations repurchased or substituted, as applicable, pursuant to the Sale Agreement and, in each case, on the applicable date of Default has occurred and is continuingsubstitution or deposit into the Collection Account of all required amounts (if any) specified in the applicable provision of this Agreement or the Sale Agreement, the TrusteeCollateral Agent, upon receipt on behalf of the Secured Parties, shall, automatically and without further action be deemed to, and hereby does, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under such Collateral Obligation and all future monies due or to become due with respect thereto, the Related Security, all Collections of such Collateral Obligation, all rights to security for any such Collateral Obligation, and all Collections and products of the foregoing. In addition, the Collateral Agent, at least five Business Days written notice from the Company delivered expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so replaced, retransferred, repurchased or sold, in connection with a proposed sale recordable form if necessary, in favor of all the Borrower or its designee as the Borrower or the Servicer may reasonably request, (ii) deliver to the Borrower or its designee any portion of the CollateralCollateral (including the related Underlying Instruments) to be so replaced, shall retransferred, repurchased or sold in its possession as identified to it by the Servicer and (iii) otherwise take all action such actions as requested by the Borrower or the Servicer as are necessary and appropriate to release such the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such noticeso replaced, against receipt by the Trustee retransferred, repurchased or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10sold.

Release of Collateral. Provided that no Event Upon the indefeasible payment in full of Default has occurred and is continuingthe Liabilities, the TrusteeCompany shall, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion request of the CollateralBorrower, shall take all action necessary promptly reassign and redeliver to release such portion of the Borrower the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified which has not been sold, disposed of, retained or applied by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms hereof, together with such endorsements, stock powers and similar documents as the Borrower may reasonably request. Such reassignment and redelivery shall be without warranty by or recourse to the Company, except as to the absence of any prior assignments by the Company of its interest in the Collateral. In the event that the Borrower proposes to sell, transfer or otherwise dispose of all or a portion of the Original Pledge Agreement Securities, upon the request of the Borrower, the Company shall release from its security interest the Securities to be sold by the Borrower and, at the sole expense of the Borrower, shall deliver such Securities as directed by the Borrower, free and clear of any security interest hereunder, upon receipt from or on behalf of the Original Indenture Borrower of the net proceeds of such sale, transfer or other disposition in cash in next day or immediately available funds. In the event that the Borrower proposes to exercise the all or a portion of the Warrants, upon the request of the Borrower, the Company shall release from its security interest the Warrants to be exercised by the Borrower and, at the sole expense of the Borrower, shall deliver such Warrants as directed by the Borrower, free and if all remaining proceedsclear of any security interest hereunder, if anyupon receipt from or on behalf of the Borrower of the Shares issuable upon such exercise or, are used in the event of the simultaneous sale, transfer or delivered as required by this Section 10other disposition of such Shares, the net proceeds of such sale, transfer or other disposition in cash in next day or immediately available funds.

Release of Collateral. Provided that no (a) From time to time until the Custodian is otherwise notified in writing by an Authorized Representative of the Lender, which notice shall be given by the Lender only following the occurrence of an Event of Default has occurred and is continuingDefault, the Trustee, Custodian is hereby authorized upon receipt of at least five written request of the Borrower to release Mortgage Files relating to Mortgage Loans in the possession of the Custodian to the Borrower, or its designee, for the purpose of servicing or correcting documentary deficiencies relating thereto against a request for release of Mortgage Files and receipt (a "Request for Release and Receipt") executed by the Borrower in the form of Annex 5 hereto, which Request for Release and Receipt must also be executed by the Lender in the event that more than one hundred (100) Mortgage Files would be released following such requested release. The Custodian shall promptly notify the Lender of the occurrence of each such release of Mortgage Files and shall keep track of each such release of Mortgage Files. The Lender hereby agrees to respond to a Request for Release and Receipt, via facsimile, no later than one (1) Business Days written notice from Day after the Company delivered Lender's receipt thereof. The Borrower or its designee shall return to the Custodian each Mortgage File previously released by the Custodian within ten (10) calendar days after receipt thereof other than for any Mortgage Loan which has been paid in connection with a proposed sale of all full by the related Mortgagor or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral Mortgage Loan as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral related Mortgage File has been released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal 5(c) to an Acceptable Attorney pursuant to an Attorney's Bailee Letter. The Borrower hereby further represents and warrants to the sum Lender that any such request by the Borrower for release of Collateral shall be solely for the items described in clauses (A), (B) and (C) of the definition of Net Proceeds purposes set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) Request for Release and Receipt and that the Borrower has requested such release in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account compliance with all terms and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company conditions of such release set forth in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Loan Agreement.

Release of Collateral. Provided that no Event Notwithstanding any other provision of Default has occurred and is continuing, this Agreement to the Trusteecontrary, upon receipt of at least five Business Days written notice from the Company delivered Xxxxxxxx’s request, Agent shall release its security interest in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement Contract(s) and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be releasedDocuments related thereto, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of including the items described set forth in clauses (A), a) through (B) and (Ce) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents “Collateral” specifically with respect to such Contract(s) (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request excluding any transfers in connection with the a Permitted Facility, which release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it security interest shall be a condition of the governed by Section 8.18, and excluding Permitted Charged Off Contracts Sales which release of such security interest shall be governed by the last sentence of this Section 4.6), included in the Collateral from such Lien that the Company shall have taken all action necessary so long as (a) Borrower obtains Agent’s prior written consent to cause the Redemption Date to occur simultaneously with such release. The Trustee , which consent shall take all steps reasonably required not be unreasonably withheld, conditioned or delayed; (b) no Default or Event of Default exists at the time such Contract(s) is to release any part of the Collateral from the Lien under this Agreement in connection with be released; (c) Borrower has entered into a written contract for the sale of such asset by the Company Contract(s) and has delivered to Agent a fully executed copy of such written contract; (d) if the proceeds thereof are used Borrowers have no Excess Availability after giving effect to satisfy prior and senior Liens in accordance with the terms sale, either (i) Borrower pledges to Agent additional Collateral equivalent to such Contract(s) being released, or (ii) Borrower reduces the outstanding, unpaid principal balance of the Original Pledge Agreement Notes through payment in an amount equal to the sale price of such Contract(s) being released in the form of cash or the wire transfer of immediately available funds; and (e) immediately following the Original Indenture pledging of additional Collateral or payment of the Notes, a Default or Event of Default does not exist under this Agreement. Upon satisfaction of all of the foregoing conditions, Agent shall release its security interest in such Contract(s) and if all remaining proceedswithin a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, are used being released. Any distribution of interest or delivered principal, or loss of the Collateral or any of the Property secured thereby, shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Borrowers, Agent’s Lien and security interest in the applicable Contracts and the Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of the purchase price therefore and Agent agrees to promptly execute and deliver at Borrower’s request any and all lien release and termination statements with respect thereto as required by this Section 10Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such applicable Contracts and original Security Documents in its possession, if any.

Release of Collateral. Provided (a) Subject to subsections (b), (c), (d), (e) and (f) of this Section 10.3, Collateral may be released from the Lien and security interest created by this Indenture and the Collateral Documents at any time or from time to time upon the request of the Issuers pursuant to an Officers' Certificate from each Issuer certifying that all terms for release and conditions precedent hereunder and under the applicable Collateral Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture that authorizes such release. The Collateral Agent shall release (at the sole cost and expense of the Issuers) (i) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of, provided such contribution, sale, lease, conveyance, transfer or other disposition is or will be in accordance with the provisions of this Indenture, including, without limitation, the requirement that the Asset Sale Proceeds, if any, from such contribution, sale, lease, conveyance, transfer or other disposition are or will be applied in accordance with this Indenture and that no Default or Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all continuing or any portion of the Collateral, shall take all action necessary to release would occur immediately following such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, release; (ii) Collateral which may be released with the consideration received from consent of Holders pursuant to Article 8 hereof; (iii) all Collateral (except as provided in Article 9 hereof) upon discharge or defeasance of this Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the sale indefeasible payment in full of all obligations of the Issuers with respect to the Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificates, an Opinion of Counsel and any other opinions or certificates required by this Indenture and the TIA, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Indenture and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Documents.

Release of Collateral. Provided that no Event Notwithstanding any other provision of Default has occurred and is continuing, this Agreement to the Trusteecontrary, upon receipt of at least five Business Days written notice from the Company delivered Borrower’s request, Agent shall release its security interest in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement Contract(s) and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be releasedDocuments related thereto, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of including the items described set forth in clauses (A), a) through (B) and (Ce) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents “Collateral” specifically with respect to such Contract(s) (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request excluding any transfers in connection with the a Permitted Facility, which release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it security interest shall be a condition of the governed by Section 8.18, and excluding Permitted Charged Off Contracts Sales which release of such security interest shall be governed by the last sentence of this Section 4.6), included in the Collateral from such Lien that the Company shall have taken all action necessary so long as (a) Borrower obtains Agent’s prior written consent to cause the Redemption Date to occur simultaneously with such release. The Trustee , which consent shall take all steps reasonably required not be unreasonably withheld, conditioned or delayed; (b) no Default or Event of Default exists at the time such Contract(s) is to release any part of the Collateral from the Lien under this Agreement in connection with be released; (c) Borrower has entered into a written contract for the sale of such asset by the Company Contract(s) and has delivered to Agent a fully executed copy of such written contract; (d) if the proceeds thereof are used Borrowers have no Excess Availability after giving effect to satisfy prior and senior Liens in accordance with the terms sale, either (i) Borrower pledges to Agent additional Collateral equivalent to such Contract(s) being released, or (ii) Borrower reduces the outstanding, unpaid principal balance of the Original Pledge Agreement Notes through payment in an amount equal to the sale price of such Contract(s) being released in the form of cash or the wire transfer of immediately available funds; and (e) immediately following the Original Indenture pledging of additional Collateral or payment of the Notes, a Default or Event of Default does not exist under this Agreement. Upon satisfaction of all of the foregoing conditions, Agent shall release its security interest in such Contract(s) and if all remaining proceedswithin a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, are used being released. Any distribution of interest or delivered principal, or loss of the Collateral or any of the Property secured thereby, shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Borrowers, Agent’s Lien and security interest in the applicable Contracts and the Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of the purchase price therefore and Agent agrees to promptly execute and deliver at Borrower’s request any and all lien release and termination statements with respect thereto as required by this Section 10Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such applicable Contracts and original Security Documents in its possession, if any.

Release of Collateral. Provided Lender shall, upon thirty (30) days advance written notice, release the Liens granted hereunder with respect to a Collateral Pool Property or Properties which constitute(s) less than all Collateral Pool Properties, provided that (i) prior to such release Borrower shall pay Lender Ten Thousand Dollars and NO/100 ($10,000.00) per property, and Borrower shall pay Lender and Servicer all actual, reasonable out-of-pocket costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, reasonable attorneys’ fees, (ii) at the time of the request for such release, no Event of Default has occurred or Potential Default shall exist, and is continuing(iii) after giving effect to such release, the Trusteeno Event of Default or Potential Default shall exist, upon receipt of at least five Business Days written notice from the Company delivered and Borrower shall be in connection compliance with a proposed sale of all or any portion of the Collateralprovisions hereof, shall take all action necessary to provided, however, that if such release such portion of the Collateral as is proposed would otherwise cause Borrower to be sold from in non-compliance with the Lien created under this Agreement Sublimits set forth in Section 2.6.1, Borrower shall have the opportunity to cure the same prior to or simultaneously with such release by either (a) pledging collateral in form, substance, value and deliver such Collateral in a manner all acceptable to the Company free Lender, in its sole discretion (including, without limitation, Qualifying Rate Cap Agreements and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such CollateralQualifying Rate Swap Agreements), or (Cb) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% prepaying so much of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which Loan as is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection compliance with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens Sublimits, each in accordance with the terms provisions of Section 4.3. Notwithstanding such thirty (30) day time period to obtain a release, Lender shall upon five (5) Business Days notice provide a “payoff letter” stating the amount necessary to obtain a release so as to effectuate a sale or refinance of the Original Pledge Agreement and subject Collateral Pool Property. Upon the Original Indenture and if all remaining proceedsrelease of a Lien on a Collateral Pool Property, if anythe owner of such Collateral Pool Property owns no other Collateral Pool Properties, are used or delivered as required by such owner may be released from its obligations under the Loan Documents in Lender’s sole discretion. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last property in the Collateral Pool prior to the Maturity Date, unless this Agreement shall have been terminated pursuant to Section 102.14 hereunder.

Release of Collateral. Provided (a) Subject to subsections (b), (c) and (d) of this Section 10.3, Collateral may be released from the Lien and security interest created by this Indenture and the Collateral Documents at any time or from time to time upon the request of the Company pursuant to an Officers' Certificate certifying that all terms for release and conditions precedent hereunder and under the applicable Collateral Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture and the applicable Collateral Document which authorizes such release. The Trustee shall release, and shall give any necessary consent, waiver or instruction to the Collateral Agent to release (at the sole cost and expense of the Company) (i) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of; provided, such contribution, sale, lease, conveyance, transfer or other distribution is or will be in accordance with the provisions of this Indenture, including, without limitation, the requirement that the net proceeds, if any, from such contribution, sale, lease, conveyance, transfer or other distribution are or will be applied in accordance with this Indenture and that no Default or Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all continuing or any portion of the Collateral, shall take all action necessary to release would occur immediately following such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, release; (ii) Collateral which may be released with the consideration received from consent of Holders pursuant to Article 8 hereof; (iii) all Collateral (except as provided in Article 9 hereof) upon discharge or defeasance of this Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the sale payment in full of all obligations of the Company with respect to the Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificate, an Opinion of Counsel and any other opinions or certificates required by this Indenture and the TIA, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Indenture and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Documents.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 27, the Trustee, Trustee shall release property from the lien of the Deed of Charge only upon receipt of at least five Business Days written notice an Issuer Request accompanied by an Officers' Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Deed of Charge, the Issuer shall, in addition to any obligation imposed in this Clause 27 or elsewhere in this Trust Deed, furnish to the Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a certificate as to the fair value of such property provided to such officers by an internationally recognized financial institution with expertise in such matters. Whenever the Issuer is required to furnish to the Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Issuer shall also deliver to the Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the property to be so released and of all other such property made the basis of any such release since the commencement of the then current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to this Clause 27, is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes. Whenever any property is to be released from the Company delivered in connection with a proposed sale of all or any portion lien of the CollateralDeed of Charge, the Issuer shall take all action necessary also furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate that in the opinion of such person the proposed release such portion will not impair the security under this Indenture in contravention of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral provisions hereof. Notwithstanding anything to the Company free and clear of such Lien at contrary contained herein, the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of Issuer may (A) the Net Value on the Exchange Closing (collect, liquidate, sell or such later date otherwise dispose of Receivables as the asset was added and to the Security Pool) of extent permitted or required by the Collateral which is to be releasedTransaction Documents, (B) make cash payments out of the Net Proceeds received Designated Accounts as and to the extent permitted or required by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Transaction Documents and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10TIA.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, Collateral shall take all action necessary to release such portion of the Collateral as is proposed to be sold released from the Lien created under of this Agreement and deliver such Collateral to upon any of the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of following events: (i) an amount at least equal any sale or disposition of such Collateral as permitted by Section 6(a), such release to be confirmed by delivery to the lesser Collateral Agent of a certificate of an officer of the Company stating that such Collateral is being sold or disposed of as permitted by Section 6(a); (ii) delivery to the Collateral Agent of a certificate of an officer of the Company requesting the release of the shares of stock, other securities, partnership interests or membership interests, as the case may be, issued by a Subsidiary identified in such certificate and stating that, on the date of certificate, (A) such Subsidiary owns less than 10% of the Net Value on Real Estate Inventory owned by the Exchange Closing Company’s Subsidiaries (or such later date Subsidiary is a direct or indirect Subsidiary of another Subsidiary and all the shares of stock, other securities, partnership interests or membership interests, as applicable, of such other Subsidiary are pledged hereunder) and (B) the asset was added Pledgee Subsidiaries (not including such Subsidiary) collectively own at least 65% of the Real Estate Inventory owned by the Company’s Subsidiaries (for purposes of the foregoing clauses (A) and (B), in determining the amount of Real Estate Inventory owned by any Subsidiary, such Subsidiary will be deemed to own all of the Security PoolReal Estate Inventory owned by its direct and indirect Subsidiaries), (iii) upon termination of Liens pursuant to Section 14, (iv) as provided in Section 7(b) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such CollateralAgency Agreement, or (Cv) as provided in Section 7(a)(ii) of this Agreement. Upon any release of Collateral pursuant to the terms of this Section 17, (i) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount Collateral Agent shall be applied by the Trustee or Paying Agent thereupon return to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon respective Pledgor or to the Redemption Date, its order any and all certificates and other instruments evidencing or relating to such released Collateral and (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such considerationAgent will, the Fair Value of which is equal to the sum of the items described in clauses (A)at Pledgors’ expense, (B) and (C) of the definition of Net Proceeds set forth in the indenture)file, or cash or cash equivalents (including Investment Grade Securities) in will authorize the respective Pledgor to file, an amount at least equal amendment to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver any financing statement releasing such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Collateral.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 29, the Trustee, Security Trustee shall release property from the security constituted by this Deed as supplemented by the relevant Loan Note Supplement only upon receipt of at least five Business Days written notice a Loan Note Issuer request accompanied by an Officers' Certificate, an Opinion of Counsel and Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of this Deed as supplemented by the relevant Loan Note Supplement, the Loan Note Issuer shall, in addition to any obligation imposed in this Clause 29 or elsewhere in this Deed, furnish to the Security Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Loan Note Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a certificate as to the fair value of such property provided to such officers by an internationally recognised financial institution with expertise in such matters. Whenever the Loan Issuer is required to furnish to the Security Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Loan Issuer shall also deliver to the Security Trustee an Independent Certificate as to the same matters, if the fair value to the Loan Issuer of the property to be so released and of all other such property made the basis of any such release since the commencement of the then current fiscal year of the Loan Issuer, as set forth in the certificates delivered pursuant to this Clause 29, is 10% or more of the Outstanding Amount of the Loan Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one percent of the Principal Outstanding Amount of the Loan Notes. Whenever any property is to be released from the Company delivered security constituted by this Deed as supplemented by the relevant Loan Note Supplement, the Loan Issuer shall also furnish to the Security Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate that in connection with a the opinion of such person the proposed sale of all or any portion release will not impair the security under this Deed in contravention of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral provisions hereof. Notwithstanding anything to the Company free and clear of such Lien at contrary contained herein, the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of Loan Issuer may (A) the Net Value on the Exchange Closing (collect, liquidate, sell or such later date otherwise dispose of Receivables as the asset was added and to the Security Pool) of extent permitted or required by the Collateral which is to be releasedSeries Related Documents, (B) make cash payments out of the Net Proceeds received Loan Note Issuer Accounts as and to the extent permitted or required by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Transaction Documents and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10TIA.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 29, the Trustee, Note Trustee shall release property from the lien of the Deed of Charge only upon receipt of at least five Business Days written notice an Issuer Request accompanied by an Officers' Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA [sec][sec]314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Deed of Charge, the Issuer shall, in addition to any obligation imposed in this Clause 29 or elsewhere in this Trust Deed, furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a certificate as to the fair value of such property provided to such officers by an internationally recognised financial institution with expertise in such matters. Whenever the Issuer is required to furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Issuer shall also deliver to the Note Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the property to be so released and of all other such property made the basis of any such release since the commencement of the then current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to this Clause 29, is 10% or more of the Principal Amount Outstanding, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one percent of the Principal Amount Outstanding. Whenever any property is to be released from the Company delivered in connection with a proposed sale of all or any portion lien of the CollateralDeed of Charge, the Issuer shall take all action necessary also furnish to the Note Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate that in the opinion of such person the proposed release such portion will not impair the security under the Deed of Charge in contravention of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral provisions hereof. Notwithstanding anything to the Company free and clear of such Lien at contrary contained herein, the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of Issuer may (A) the Net Value on the Exchange Closing (collect, liquidate, sell or such later date otherwise dispose of Receivables as the asset was added and to the Security Pool) of extent permitted or required by the Collateral which is to be releasedRelated Documents, (B) make cash payments out of the Net Proceeds received Issuer Accounts as and to the extent permitted or required by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Transaction Documents and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10TIA.

Release of Collateral. Provided that no Event of Default has occurred and is continuingNotwithstanding anything to the contrary contained herein or in any other Loan Document, the TrusteeAdministrative Agent is hereby irrevocably authorized by each Lender and each Secured Party (without requirement of notice to or consent of any Lender or Secured Party except as expressly required by this Section 9.9 or Section 10.1) to release any Lien held by the Administrative Agent for the benefit of the Secured Parties against (a) any Collateral that is sold by a Loan Party in a sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), (b) any Collateral sold in connection with an exercise of remedies directed by the Required Lenders, (c) any property subject to a Lien permitted pursuant to Section 7.5(d) or (e) and (d) all of the Collateral and all Group Members, upon the occurrence of both (i) the termination of the Commitments and (ii) the payment and satisfaction in full of all Loans, and all other Obligations hereunder that the Administrative Agent has been notified in writing are then due and payable. Each Lender and each Secured Party hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of at least five Business Days written reasonable advance notice from the Company delivered in connection with a proposed sale of all or any portion of the CollateralBorrower, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement execute and deliver such Collateral documents (in form and substance satisfactory to the Company free and clear of such Lien at the time and place specified Administrative Agent, without representation, recourse or warranty) prepared by the Company in such notice, against receipt Borrower and to perform other actions reasonably requested by the Trustee or Borrower to release Liens when and as directed in this Section 9.9. In addition, in the Paying Agent event any Guarantor ceases to be a Subsidiary as a result of (i) an amount at least equal to the lesser of a transaction permitted hereunder, (A) such Guarantor shall automatically be released from its obligations under the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, Guaranty and (B) the Net Proceeds received Administrative Agent is hereby further irrevocably authorized by the company from the sale each Lender and each other Secured Party (without requirement of such Collateral, notice to or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale consent of any Collateral released pursuant Lender or any other Secured Party) to this Section (less a portion of take any and all actions reasonably requested by such considerationGuarantor, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), give effect to or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral Guarantor from such Lien its obligations under the Guaranty. Notwithstanding anything contained herein or in the other Loan Documents to the contrary, in no event shall the Administrative Agent be obligated to authorize, execute or deliver any document or instrument evidencing any release, reconveyance or subordination without receipt of a certificate executed by a Responsible Officer of the Borrower certifying that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with authorization, execution and delivery of such document or instrument evidencing such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset , reconveyance or subordination is authorized or permitted by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge this Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this other Loan Documents. Section 10.9.10 [Reserved] Section 9.11

Release of Collateral. Provided that no Event (a) Subject to subsections (b) and (c) of Default has occurred and is continuingthis Section 1103, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to may be sold released from the Lien and security interest created under this Agreement by the Collateral Documents at any time or from time to time at the sole cost and deliver such Collateral to expense of the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) upon payment in full of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms thereof and of this Indenture and all other obligations of the Original Pledge Agreement Company and the Original Guarantors then due and owing under this Indenture, the Securities and the Collateral Documents; (ii) upon the sale or other disposition of such Collateral constituting an Asset Sale if such sale or other disposition is not prohibited under this Indenture and if the applicable Net Cash Proceeds of Asset Sale are applied in accordance with this Indenture; (iii) upon the sale or other disposition of such Collateral not constituting an Asset Sale pursuant to the terms of this Indenture; (iv) upon the substitution or replacement of such Collateral with new Collateral, provided that the Company grants to the Trustee a security interest and Lien in such new Collateral and executes all remaining proceedsCollateral Documents necessary to perfect such security interest and Lien; (v) to the extent a Lien is granted on such Collateral and the Purchase Money Indebtedness secured thereby constitutes not less than 75% of the purchase price of the property subject to such Lien; and (vi) to the extent expressly permitted pursuant to the terms of Section 802. Upon compliance with above provisions and the provisions of Section 1104 hereof, if anythe Trustee shall execute, are used deliver or delivered as required acknowledge any necessary or proper instruments of termination, satisfaction or release provided by or on behalf of the Company to evidence the release of any Collateral permitted to be released pursuant to this Section 10Indenture or the Collateral Documents.

Release of Collateral. Provided that no Event Each of Default has occurred the Trustee and is continuing, the Trustee, upon receipt of at least five Business Days written notice from Holders hereby authorizes the Company delivered in connection with a proposed sale of all Notes Collateral Agent to release any Collateral or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as Subsidiary Guarantor that is proposed permitted to be sold from or released pursuant to the Lien created under terms of this Agreement Indenture and the Notes Security Documents. Each of the Trustee and the Holders hereby authorizes the Notes Collateral Agent to execute and deliver such Collateral to the Company free and clear of such Lien Company, at the time Company’s sole cost and place specified expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Company in connection with (a) the satisfaction and discharge of this Indenture or (b) any sale or other Disposition of property to the extent such notice, against receipt sale or other Disposition is authorized by the Trustee or terms of this Indenture and the Paying Agent of (i) Notes Security Documents, as evidenced in an amount at least equal Officer’s Certificate delivered to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added Notes Collateral Agent; provided that, prior to the Security Pool) satisfaction and discharge of this Indenture, the Liens on any Collateral securing the Notes Obligations shall not be released upon a sale, transfer or other Disposition of such Collateral to any Person that is, or that is required to be, in each case at the time of such sale, transfer or other Disposition, and after giving effect thereto, a Grantor (but in each case disregarding the grace period provided for in Section 4.24). Upon the request of the Company, in connection with any transaction otherwise permitted by this Indenture and the Notes Security Documents, the Notes Collateral which Agent is authorized to be releasedrelease Collateral that is Disposed of to any Person (other than to a Person that is, (B) or that is required to be, in each case at the Net Proceeds received by the company from the sale time of such CollateralDisposition, or and after giving effect thereto, a Grantor (C) but in each case disregarding the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this grace period provided for in Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture4.24), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall any Person that ceases to be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by a Subsidiary of the Company in at the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release time of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior Disposition, and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10after giving effect thereto.

Release of Collateral. Provided that no Event of Default has occurred The Collateral shall be released automatically from securing the First Lien Pari Passu Debt and is continuing, the Trustee, Secured Obligations upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed any sale of Collateral in which the Liens securing the Secured Obligations are released in the event that such sale is effected as a result of the Applicable Authorized Representative exercising remedies against all or any portion of the Collateral, shall take all action necessary to release such a portion of the Collateral resulting in a sale or disposition thereof. Bankruptcy In connection with any insolvency proceeding ofany Loan Party: If (1) such Loan Party, as is proposed debtor-in-possession, moves for approval of debtor-in-possession financing (a “DIP Financing”) and (2) the Applicable Authorized Representative does not object to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such noticeDIP Financing, against receipt by the Trustee or the Paying Agent of then (i) an amount at least equal to the lesser extent the Liens securing such DIP Financing (the “DIP Financing Liens”) are senior to the Liens on any Collateral for the benefit of any First Lien Secured Parties, each of the Non-Controlling Secured Parties shall subordinate its Liens with respect to such Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any Collateral for the benefit of any First Lien Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Collateral, in each case so long as (A) the Net Value First Lien Secured Parties under each series of First Lien Obligations retain the benefit of their Liens on the Exchange Closing (or such later date as the asset was added Collateral pledged to the Security Pool) DIP Financing lenders with the same priority vis-a-vis the other holders of First Lien Obligations as existed prior to the commencement of the Collateral which is to be releasedbankruptcy case, (B) the Net Proceeds received by First Lien Secured Parties (or their respective First Lien Representatives) under each series of First Lien Obligations are granted Liens on any additional collateral pledged to any other First Lien Secured Parties as adequate protection or otherwise, with the company from same priority vis-a-vis the sale other holders of such CollateralFirst Lien Obligations as existed prior to the commencement of the bankruptcy case, or (C) the Net Proceeds remaining after the satisfaction if any amount of all prior and senior Liens such DIP Financing or cash collateral is applied to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% repay any of the principal First Lien Obligations, such amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens applied in accordance with the terms of the Original Pledge First Lien Pari Passu Intercreditor Agreement and (D) if any First Lien Secured Parties under any series of First Lien Obligations are granted adequate protection, in connection with such DIP Financing or cash collateral, the Original Indenture and if all remaining proceeds, if any, proceeds of such adequate protection are used or delivered as required by this Section 10applied in accordance with the terms of the First Lien Pari Passu Intercreditor Agreement.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 28, the Trustee, Note Trustee shall release property from the security constituted by the Ninth Issuer Deed of Charge only upon receipt of at least five Business Days written notice a request from the Company delivered Ninth Issuer accompanied by an Officers' Certificate, an Opinion of Counsel and certificates of independent parties in connection accordance with Trust Indenture Act Sections 314(c) and 314(d)(1) (INDEPENDENT CERTIFICATES) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the Trust Indenture Act does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Ninth Issuer Deed of Charge, the Ninth Issuer shall, in addition to any obligation imposed in this Clause 28 or elsewhere in this Deed, furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Ninth Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a proposed sale certificate as to the fair value of such property provided to such officers by an internationally recognised financial institution with expertise in such matters. Whenever the Ninth Issuer is required to furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Ninth Issuer shall also deliver to the Note Trustee an Independent Certificate as to the same matters, if the fair value to the Ninth Issuer of the property to be so released and of all or other such property made the basis of any portion such release since the commencement of the Collateral, shall take all action necessary to release such portion then current fiscal year of the Collateral Ninth Issuer, as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture)certificates delivered pursuant to this Clause 28, is 10 per cent. or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal more of the Principal Amount Outstanding of the Ninth Issuer Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Release Amount, which shall Ninth Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one per cent. of the Principal Amount Outstanding of the Ninth Issuer Notes. Whenever any property is to be deposited released from the security constituted by the Trustee into Ninth Issuer Deed of Charge, the Cash Collateral Account and be Collateral subject Ninth Issuer shall also furnish to the Lien granted and created Note Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate that in the opinion of such person the proposed release will not impair the security under this Agreement, or (iii) evidence reasonably satisfactory Deed in contravention of the provisions hereof. Notwithstanding anything to the Trustee that Securities are substantially simultaneously being repurchased contrary contained herein, the Ninth Issuer may (a) make cash payments out of the Ninth Issuer Accounts relating to the Ninth Issuer Notes as and to the extent permitted or required by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection Transaction Documents and (b) take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Trust Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Act.

Release of Collateral. Provided Without limiting any of the rights (including any of the foreclosure rights) of the Administrative Agent or any Senior Creditor under the Senior Debt Documents or under the provisions of any applicable law, in the event that no the Administrative Agent releases or discharges any Liens upon any Collateral which is subject to a Lien in favor of the Subordinated Debt, such Collateral shall thereupon be deemed to have been released from all Liens securing the Subordinated Debt, provided that the Administrative Agent believes in good faith that any such released or discharged Collateral is being sold or transferred either (a) pursuant to a transaction permitted by the Credit Agreement or (b) following the occurrence and during the continuance of an Event of Default has occurred and is continuingunder the Senior Debt, for consideration believed by the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed Administrative Agent to be sold from the Lien created under this Agreement and deliver such Collateral reasonably equivalent to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale fair value of such Collateral, or under circumstances in which the seller of such Collateral shall have agreed that the net proceeds of any such sale under this clause (Cb) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% payment of the principal amount thereofSenior Debt and the Subordinated Debt in the order of priority provided in this Agreement. Each Subordinated Creditor agrees that within ten (10) days following the Administrative Agent’s written request therefor, plus accrued interest thereon the Subordinated Creditor will execute, deliver and file any and all such termination statements, lien releases and other agreements and instruments as the Administrative Agent may reasonably deem necessary or appropriate in order to give effect to the Redemption Datepreceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Administrative Agent the true and lawful attorney-in-fact of the Subordinated Creditors for the purpose of effecting any such executions, (ii) deliveries and filings. Without limiting the consideration received from foregoing, and without implying that the sale Administrative Agent is obligated to undertake any special investigation with respect to its good faith belief as to the fair value of any Collateral released pursuant property, the parties hereto agree to this Section (less a portion be bound as to the fair value of any property as determined by any independent appraisal of such consideration, property that may be conducted at the Fair Value of which is equal to the sum request of the items described in clauses (A)Administrative Agent. The cost of any such appraisal, (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased borne by the Company in the open market or in private transactions for an aggregate considerationand, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset if funded by the Company if Administrative Agent or the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceedsSenior Creditors, if any, are used or delivered as required by this Section 10shall constitute Senior Debt.

Release of Collateral. Provided that no Event of Default has occurred The Lenders irrevocably authorize the Administrative Agent and is continuingthe Collateral Agent, at the TrusteeCollateral Agent’s option and in its discretion, upon receipt of at least five Business Days written notice from but subject to the Company delivered in connection with a proposed sale of all or any portion of the Collateralfollowing, shall take all action necessary to release such portion of any security interest in or Lien on any Collateral granted to or held by the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal upon termination of the Commitments and all Letters of Credit, and payment in full of all Obligations (other than Inchoate Indemnity Obligations, provided the Borrower certifies to the lesser Collateral Agent that the Borrower is not aware of (A) any such obligation that is reasonably expected to become fixed in the Net Value on the Exchange Closing (or such later date as the asset was added foreseeable future), including all fees and indemnified costs and expenses that are payable pursuant to the Security Pool) terms of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption DateCredit Documents, (ii) the consideration received from the sale if such Collateral constitutes property sold or to be sold or disposed of as part of or in connection with any Collateral released disposition permitted pursuant to the terms of this Section Credit Agreement, (less a portion of such consideration, the Fair Value of which is equal iii) constituting property leased to the sum of the items described Borrower or any Subsidiary under a lease that has expired or that has been terminated in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created a transaction permitted under this Agreement, or that is about to expire and that has not been, and that is not intended by the Borrower or such Subsidiary to be, renewed or extended, (iiiiv) evidence reasonably satisfactory consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full, and (v) if approved by the Required Lenders or Lenders, as applicable, pursuant to the Trustee that Securities are substantially simultaneously being repurchased terms of Section 13.01, and in each case the Administrative Agent shall instruct the Collateral Agent to release such security interest or Lien upon the written request of the Borrower, provided a similar instruction is provided by the Company in the open market or in private transactions for an aggregate consideration, at least equal Senior Noteholders pursuant to the Release AmountSenior Creditor Intercreditor Agreement. The Trustee agrees to deliver such documents or instruments as Upon the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from Agent, the Lien under this Agreement Lenders will confirm in connection with writing the sale Collateral Agent’s authority to release particular types or items of such asset by the Company if the proceeds thereof are used Collateral pursuant to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 1012.13(b).

Release of Collateral. Provided that no (a) From time to time until the Custodian is otherwise notified by the Lender, which notice shall be given by the Lender only following the occurrence of an Event of Default has occurred and is continuingDefault, the Trustee, Custodian is hereby authorized upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion request of the Collateral, shall take all action necessary Borrower to release such portion Mortgage Files relating to Mortgage Loans in the possession of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral Custodian to the Company free Borrower, or its designee, for the purpose of servicing or correcting documentary deficiencies relating thereto against a request for release of Mortgage Files and clear of such Lien at the time receipt (a "Request for Release and place specified Receipt") executed by the Company Borrower and the Lender (in such notice, against receipt by the Trustee or the Paying Agent of (iits discretion) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents form of Annex 5-A hereto (including Investment Grade Securities) in an amount at least equal to the Release Amount, which Custodian shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition keep track of the release of such Mortgage Files by completing the collateral shipped report in the form of Annex 5-A-1, attached to Annex 5-A, if applicable. The Custodian may release to the Borrower, or its designee, Mortgage Files pertaining to no more than twenty (20) Mortgage Loans at the time being held by the Custodian on behalf of the Lender, and for any such release the Custodian shall promptly notify the Lender that it has released such Mortgage Files to the Borrower or its designee. In the event the Borrower, or its designee, requests more than twenty (20) Mortgage Loans to be released by the Custodian to the Borrower, or its designee, the Custodian shall notify the Lender before releasing the additional requested Mortgage Files. Any such additional Mortgage Files requested to be released by the Borrower, or its designee, may be released only upon written authorization of the Lender. If the Lender, in its discretion, requires Lender's execution of a Request for Release and Receipt, the Lender hereby agrees to respond to a Request for Release and Receipt, via facsimile, no later than one (1) Business Day after the Lender's receipt thereof. The Borrower or its designee shall return to the Custodian each Mortgage File previously released by the Custodian as stated on Annex 5-A. The Borrower hereby further represents and warrants to the Lender that any such request by the Borrower for release of Collateral from such Lien shall be solely for the purposes set forth in the Request for Release and Receipt and that the Company shall have taken Borrower has requested such release in compliance with all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale terms and conditions of such asset by release set forth in the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Loan Agreement.

Release of Collateral. Provided that (a) If no Event of Default has occurred and is continuing, the TrusteeBorrower may, by delivery of a certificate of a Responsible Officer of the Servicer delivered to the Administrative Agent at least one Business Day prior to the settlement date for any sale of any item of Collateral certifying that the sale of such security is being made in accordance with Section 10.01 and such sale complies with all applicable requirements of Section 10.01, direct the Administrative Agent to release or cause to be released such item from the Lien of this Agreement and, upon receipt of at least five Business Days written notice from such certificate, the Company delivered in connection with a proposed sale of all Administrative Agent shall deliver any such item (or any portion of certify to the Collateral, shall take all action necessary to release Custodian that it has released such portion of the Collateral as is proposed to be sold item from the Lien created under of this Agreement and deliver such Collateral in the form of Exhibit E to this Agreement), if in physical form, duly endorsed to the Company free and clear broker or purchaser designated in such certificate against receipt of such Lien at the time and place sales price therefor as specified by the Company Servicer in such notice, against receipt by certificate; provided that the Trustee or the Paying Administrative Agent of may deliver any such item in physical form for examination in accordance with street delivery custom. (ib) an amount at least equal Subject to the lesser terms of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased Administrative Agent shall, upon the receipt of a certificate of the Borrower, by delivery of a certificate of a Responsible Officer of the Company Borrower, deliver any Collateral as instructed in the open market or in private transactions for an aggregate considerationsuch certificate, at least equal to the Release Amount. The Trustee agrees to deliver and execute such documents or instruments as are presented by the Company may Borrower or the Servicer and are reasonably request necessary to release or cause to be released such security from the Lien of this Agreement, which is set for any mandatory call or redemption or payment in connection full to the appropriate paying agent on or before the date set for such call, redemption or payment, in each case against receipt of the call or redemption price or payment in full thereof. (c) As provided in Section 8.02(a), the Administrative Agent shall deposit any proceeds received by it from the disposition of Collateral in the Collection Account, unless simultaneously applied to the purchase of additional Loans as permitted under and in accordance with the release requirements of any Lien or delivery this Article VIII. (d) The Administrative Agent shall, upon receipt of any Collateral as contemplated by this Section. In the case a certificate of clause (i) above, it shall be a condition Responsible Officer of the release Borrower or the Servicer on its behalf, at such time as there are no Commitments outstanding and all Obligations of such Collateral from such Lien that the Company shall Borrower hereunder and under the other Facility Documents have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to been satisfied, release any part of the remaining Collateral from the Lien under of this Agreement in connection with Agreement. (e) Any security, Loan or amounts that are released pursuant to Section 8.07(a) or (b) shall automatically be released from the sale Lien of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Agreement. Section 108.08.

Release of Collateral. Provided that no Event The Notes Collateral Agent shall not at any time release Collateral from the security interests created by the Notes Collateral Documents unless such release is in accordance with the provisions of Default has occurred this Indenture and the applicable Notes Collateral Documents. The release of any Collateral from the Liens created by the Notes Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is continuingreleased pursuant to this Indenture, the TrusteeNotes Collateral Documents and the Intercreditor Agreement. To the extent required by law, upon receipt of at least five Business Days written notice from the Company delivered shall cause Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Liens created by this Indenture and the Notes Collateral Documents to be complied with; provided, that any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made solely by an officer of the Company except in connection cases where Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert. Notwithstanding the foregoing, the Company shall not be required to comply with a proposed sale of all or any portion of Section 314(d) of the Trust Indenture Act if it determines, in good faith based on the advice of counsel, that under the terms of Section 314(d) of the Trust Indenture Act and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Each Holder, shall take all action necessary by its acceptance of the Securities, consents to and authorizes the Notes Collateral Agent to release such portion of or subordinate Liens upon the Collateral in accordance with, and as is proposed required by, this Indenture, the Notes Collateral Documents and the Intercreditor Agreement, and to be sold from take any further action and enter into any documentation to evidence the Lien created under this Agreement and deliver such Collateral to the Company free and clear release or subordination of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with this Indenture, the terms of the Original Pledge Agreement Notes Collateral Documents and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Intercreditor Agreement.

Release of Collateral. Provided that no Event Subject to certain exceptions set forth in the Indenture, Collateral may be released from the security interest and Liens created by the Security Documents at any time or from time to time in accordance with the provisions of Default has occurred and is continuingthe Security Documents, the TrusteeIntercreditor Agreement or as provided in the Indenture. Upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent under the Indenture have been met, and without the consent of any Holder, the Company and the Subsidiary Guarantors will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Second Lien Obligations, and the Second Lien Collateral Agent shall promptly execute and deliver such documents and instruments as the Company and the Subsidiary Guarantors may reasonably request to evidence the release of such Liens at the Company’s sole cost and expense and without the consent of any Holder of the Securities, under any one or more of the following circumstances: (1) in whole, upon receipt satisfaction and discharge of at least five Business Days written notice from the Company delivered Company’s obligations under the Indenture in accordance with Article 8 of the Indenture; (2) in whole, upon a legal defeasance or covenant defeasance as described in accordance with Article 8 of the Indenture; or (3) in part, as to any property or asset constituting Collateral (A) if the Liens on the Collateral securing the First Lien Obligations are released (except if such release is in connection with a proposed sale of all or any portion the Discharge of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the First Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (AObligations), (B) and to enable the Company or any Restricted Subsidiary to consummate the sale, lease, transfer or other disposition of such property or assets to the extent not prohibited under Section 4.06 of the Indenture, (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal that is owned by a Subsidiary Guarantor to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver extent such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral Subsidiary Guarantor has been released from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens its Subsidiary Guaranty in accordance with the terms Article 10 of the Original Pledge Agreement Indenture or (D) otherwise in accordance with, and as expressly provided for under, the Original Indenture; or pursuant to any amendment or supplement to the Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10to the Securities effected in accordance with Article 9 of the Indenture.

Release of Collateral. Provided that no Event of Default has occurred The Lenders hereby irrevocably authorize the Administrative Agent and is continuingthe Collateral Agent, as applicable, and the TrusteeAdministrative Agent shall, upon receipt of at least five Business Days written notice from or shall cause the Company delivered in connection with Collateral Agent, as applicable, release any Liens granted to the Administrative Agent or the Collateral Agent, as applicable, by a proposed sale of all or Loan Party on any portion of the Collateral, shall take all action necessary to release such portion of the any Covenant Relief Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal on the date on which all of the Obligations have been indefeasibly paid and performed in full (other than (1) contingent indemnification obligations that have not been asserted and (2) to the lesser of (A) the Net Value on the Exchange Closing (or extent arrangements reasonably satisfactory to a Specified Derivatives Provider under a Specified Derivatives Contract have been entered into, Specified Derivatives Obligations under such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"Specified Derivatives Contract), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the consideration received from Administrative Agent and the sale of any Collateral released Lenders pursuant to this Section (less a portion of such consideration11.2, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to upon the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the occurrence of a Collateral Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms and conditions of Sections 8.14 and 8.15 or upon the occurrence of the Original Pledge Agreement Covenant Relief Pledged Collateral Release Date in accordance with the terms and conditions of Section 8.16, or (iv) to the Original Indenture extent provided for in the Covenant Relief Intercreditor Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral so long as a Collateral Period is then in effect. The Administrative Agent agrees, and if all remaining proceedsis hereby authorized by the Lenders, if anypromptly after the Borrower requests and at the Borrower’s sole cost and expense, are used to furnish (and to cause the Collateral Agent, as applicable, to furnish) to the Borrower any release, termination or delivered other agreement or document evidencing the foregoing release as required may be reasonably requested by this Section 10the Borrower, and which release, termination or other agreement or document shall be in form and substance reasonably acceptable to the Administrative Agent, and to deliver to the Borrower any portion of such Collateral or the Covenant Relief Collateral so released that is in the Administrative Agent’s or the Collateral Agent’s possession, as applicable.

Release of Collateral. Provided (a) Subject to Article XII, the Issuer or the applicable Issuer Subsidiary may, by Issuer Order executed by an Authorized Officer of the Collateral Manager on behalf of the Issuer or such Issuer Subsidiary, delivered to the Trustee at least one Business Day prior to the settlement date for any sale of an Asset certifying that no the sale of such Asset is being made in accordance with Section 12.1 hereof and such sale complies with all applicable requirements of Section 12.1 (provided that if an Event of Default has occurred and is continuingcontinuing that would permit the acceleration of the obligations of such Applicable Issuer in accordance with Article V, neither the TrusteeIssuer or the applicable Issuer Subsidiary (as the case may be) nor the Collateral Manager (on behalf of such Issuer Entity) may direct the Trustee to release or cause to be released such Asset from the lien of this Indenture pursuant to a sale under Section 12.1(f), (h) or (i)), direct the Trustee to release or cause to be released such Asset from the lien of this Indenture and, upon receipt of at least five Business Days written notice from such Issuer Order, the Company delivered Trustee shall deliver any such Asset, if in connection with physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Asset is a proposed sale of all or any portion Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the Collateral, shall take all action necessary to release such portion of the Collateral sales price therefor as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company Collateral Manager in such notice, against receipt by Issuer Order; provided that the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or may deliver any such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described Asset in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions physical form for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens examination in accordance with the terms street delivery custom; provided that, for purposes of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 1010.8 and Sections 12.1 and 12.2, Issuer Order shall mean to include the delivery to the Trustee, by email or otherwise in writing, of a confirmation of trade, instruction to post or to commit to the trade or similar language by the Collateral Manager, and shall constitute a direction and certification that the transaction is in compliance with and satisfies all applicable provisions of such Sections and Article XII of this Indenture.

Release of Collateral. Provided that (a) If no Event of Default has occurred and is continuingcontinuing (in the case of sales pursuant to Section 12.1(a)) and subject to Article 12, the TrusteeIssuer (or the Collateral Manager, acting on behalf of the Issuer) may, by Issuer Order delivered to the Trustee at least one Business Day prior to the settlement date for any sale of any Collateral certifying that the sale of such Collateral is being made in accordance with Section 12.1 hereof and the Equity Contribution Agreement and such sale complies with all applicable requirements of Section 12.1 and the requirements of the Equity Contribution Agreement (which certification shall be deemed to be made upon delivery of an Issuer Order in respect of such sale) direct the Trustee to release or cause to be released such Collateral from the Lien of this Indenture and, upon receipt of at least five Business Days written notice from such Issuer Order, (i) the Company delivered Trustee shall deliver any such Collateral, if in connection with physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Collateral is a proposed sale of all or any portion Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the Collateral, shall take all action necessary to release such portion sales price therefor (in the case of a sale) or a receipt of certification evidencing the fact that the relevant disposition complies with the requirements of the Collateral as is proposed Equity Contribution Agreement (which certification shall be deemed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear made upon delivery of an Issuer Order in respect of such Lien at the time and place sale), as applicable, as specified by the Company Collateral Manager in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption DateIssuer Order, (ii) the consideration received from Issuer or its designee will be authorized to file UCC termination statements in order to evidence the sale termination of any Collateral released the Liens and security interests granted pursuant to this Section (less a portion the Transaction Documents in respect of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Collateral and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate considerationwill, at least equal to the Release Amount. The Trustee agrees to Issuer’s expense, execute and deliver such any other release or termination documents or instruments other agreements in respect of such Collateral as the Company Issuer may reasonably request in connection with order to evidence the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition termination of the release Liens and security interests granted pursuant to the Transaction Documents in respect of such Collateral from such Lien Collateral; provided that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with Trustee may deliver any such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens physical form for examination in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10street delivery custom.

Release of Collateral. Provided a) Subject to Article XII, the Issuer may, by Issuer Order executed by an Authorized Officer of the Collateral Manager on behalf of the Issuer, delivered to the Trustee at least one Business Day prior to the settlement date for any sale of an Asset certifying that no the sale of such Asset is being made in accordance with Section 12.1 hereof and such sale complies with all applicable requirements of Section 12.1 (provided that if an Event of Default has occurred and is continuing, neither the TrusteeIssuer nor the Collateral Manager (on behalf of the Issuer) may direct the Trustee to release or cause to be released such Asset from the lien of this Indenture pursuant to a sale under Section 12.1(f), (h) or (i)), direct the Trustee to release or cause to be released such Asset from the lien of this Indenture and, upon receipt of at least five Business Days written notice from such Issuer Order, the Company delivered Trustee shall deliver any such Asset, if in connection with physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Asset is a proposed sale of all or any portion Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the Collateral, shall take all action necessary to release such portion of the Collateral sales price therefor as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company Collateral Manager in such noticeIssuer Order; provided that the Trustee may deliver any such Asset in physical form for examination in accordance with street delivery custom; provided that, against receipt for purposes of this Section 10.11 and Sections 12.1 and 12.2, Issuer Order shall mean to include the delivery to the Trustee, by email or otherwise in writing, of a confirmation of trade, instruction to post or to commit to the trade or similar language by the Collateral Manager, and shall constitute a certification that the transaction is in compliance with and satisfies all applicable provisions of such Sections and Article XII of the Indenture.(b) Subject to the terms of this Indenture, the Trustee or the Paying Agent of shall upon an Issuer Order (i) an amount at least equal deliver any Asset, and release or cause to be released such Asset from the lien of this Indenture, which is set for any mandatory call or redemption or payment in full to the lesser of (A) appropriate paying agent on or before the Net Value on the Exchange Closing (date set for such call, redemption or such later date as the asset was added to the Security Pool) payment, in each case against receipt of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, call or (C) the Net Proceeds remaining after the satisfaction of all prior redemption price or payment in full thereof and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal provide notice thereof to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Manager.

Release of Collateral. Provided (a) Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time (i) upon the request of the Company pursuant to an Officers’ Certificate certifying that all terms for release and conditions precedent hereunder and under the applicable Security Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture that authorizes such release or (ii) on the terms set forth in the Security Documents and pursuant to or in connection with a transaction permitted under this Indenture (without regard to any requirement as to use of proceeds). To the extent any action on the part of the Trustee is required to effectuate any release of any Lien on any Collateral the Trustee shall release, and shall give any necessary consent, waiver or instruction to the Collateral Trustee, to release (at the sole cost and expense of the Company) (i) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of, provided such contribution, sale, lease, conveyance, transfer or other disposition is or will be in accordance with the provisions of this Indenture, (without regards to, the requirement that the net proceeds, if any, from such contribution, sale, lease, conveyance, transfer or other disposition are or will be applied in accordance with this Indenture) and that no Default or Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all continuing or any portion of the Collateral, shall take all action necessary to release would occur immediately following such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, release; (ii) Collateral which may be released with the consideration received from consent of Holders pursuant to Article 8 hereof, (iii) all Collateral (except as provided in Article 9 hereof) upon discharge or defeasance of this Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the sale payment in full of all obligations of the Company with respect to principal, premium, if any, or interest on the Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 11.4 hereof. Upon receipt of such Officers’ Certificate, an Opinion of Counsel and any other opinions or certificates required by this Indenture and the TIA, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted or required to be released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement Indenture and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Security Documents.

Release of Collateral. Provided that no Event Upon the indefeasible payment in full of Default has occurred and is continuingthe Obligations, the TrusteeAgent shall, upon receipt the request of at least five Business Days written notice from the Company delivered Borrowers, promptly reassign and redeliver to the Borrowers the Collateral which has not been sold, disposed of, retained or applied by the Agent in connection accordance with the terms hereof, together with such endorsements, stock powers and similar documents as the Borrowers may reasonably request. Such reassignment and redelivery shall be without warranty by or recourse to the Agent, except as to the absence of any prior assignments by the Agent of its interest in the Collateral. In the event that LogiMetrics seeks to effect a proposed sale of all or any portion certain of the Collateral, and such sale would qualify as a sale described in clause (iii) of the third paragraph of the Notes (a "Qualifying Sale"), LogiMetrics shall take all action necessary have the right to cause the Agent to release from the security interests granted hereby and to deliver to LogiMetrics such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral being disposed of pursuant to the Company free Qualifying Sale upon compliance with the procedures contained in the remainder of this paragraph. In the event that LogiMetrics wishes to effect the release and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale delivery of such Collateral, LogiMetrics shall, not less than five business days prior to the expected closing date of the Qualifying Sale (the "Closing Date") deliver to the Agent and the Holders a written request setting forth the expected Closing Date and describing in reasonable detail the Collateral to be sold in connection with the Qualifying Sale and the expected net proceeds to be obtained as a result thereof. Such request shall be accompanied by certified resolutions of LogiMetrics' Board of Directors authorizing the Qualifying Sale and authorizing the application of the proceeds therefrom as herein provided. The Agent shall release from the security interests granted hereby and deliver to LogiMetrics or upon its order on the Closing Date the Collateral to be conveyed in the Qualifying Sale upon receipt by the Agent of evidence reasonably satisfactory to it that (Ci) the Net Proceeds remaining after holder of any security interest in or lien on the satisfaction of all Collateral ranking prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% security interests granted to the Holders hereby has released its security interest or lien to the extent necessary to effect the Qualifying Sale and has consented to the application of the principal amount thereofnet proceeds of the Qualifying Sale as contemplated herein, plus accrued interest thereon to the Redemption Date, and (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such considerationCompany has, the Fair Value of which is equal to the sum out of the items described net proceeds thereof, indefensibly paid or provided for the indefeasible payment in clauses (A), (B) and (C) full of all Obligations outstanding under the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this SectionNotes. In the case event that the net proceeds of clause (i) abovethe Qualifying Sale exceed the Obligations outstanding under the Notes, it such excess shall be a condition of applied to the other Obligations secured hereby in accordance with the priorities established in Section 8. In order to evidence the release of such Collateral from Collateral, at the request of LogiMetrics and at its sole expense, the Agent shall execute and deliver to LogiMetrics or upon its order such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceedsinstruments, if anyagreements, are used certificates or delivered other documentation as required by this Section 10LogiMetrics may request.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release At such portion of the Collateral time as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an all of the Obligations, including all principal, interest and other amounts owing with respect to the Loans or the Notes, the Borrower’s obligations to reimburse the L/C Issuer for drawings under Letters of Credit and the other obligations under the Credit Documents (other than obligations under Sections 2.12(c), 2.13, 2.14 and 8.02 that are not then due and payable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Administrative Agent and L/C Issuer in amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100107% of the principal aggregate face amount thereof, plus accrued interest thereon to the Redemption Date, and (ii) the consideration received counterparties and other beneficiaries under Lender Rate Contracts have evidenced their agreement to release of the Collateral in a writing or other manner reasonably acceptable to the Administrative Agent, the Administrative Agent shall be authorized to release the Collateral from the sale of any Collateral released pursuant to this Section Liens created by the Security Documents; provided, however, that, (less a portion of such consideration, x) the Fair Value of which is equal Administrative Agent and the Lenders shall be entitled to the sum benefits of all the items described in clauses (A), (B) ongoing reimbursement obligations and (C) of the definition of Net Proceeds indemnities set forth in the indentureCredit Documents, including without limitation those set forth in Sections 2.12(c), or cash or cash equivalents (including Investment Grade Securities) 2.13, 2.14 and 8.02 of this Agreement, in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral each case subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceedslimitations set forth therein, if any, are used and (y) to the extent that any payments or delivered proceeds received pursuant hereto or otherwise in respect of the Obligations, or any part of such payments, shall be subsequently invalidated, declared to be fraudulent, a fraudulent conveyance, or preferential, set aside and/or required to be repaid to the Borrower, any Guarantor, a trustee, receiver, debtor in possession, or any other party, whether under any bankruptcy law, state or federal law, common law or equitable cause, or otherwise, then to the extent that such payment or proceeds received by any such Person is rescinded or must be otherwise restored by any such Person, whether as required a result of any proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which were intended to be satisfied, and all rights of such Person with respect to such obligations (including all liens and security interests and other similar interests arising pursuant to the Credit Documents), shall be revived and continue in full force and effect, as if such payment or proceeds had never been received by such Person, and this Section 10section or any release thereunder shall in no way impair the claims of any of such Persons with respect to such revived obligations. The Administrative Agent shall, if so requested by any Loan Party at or after such termination, upon agreement of such Loan Party or other Person to pay all cost and expenses relating thereto (including all legal fees and costs) acceptable to the Administrative Agent and without recourse, and without any representation or warranty of any kind, express or implied, execute, deliver and (if necessary) acknowledge such termination statements or releases as may be necessary or reasonably appropriate to confirm, assure or give notice of such termination and take such actions as may be necessary to redeliver or release all Collateral within its control.

Release of Collateral. Provided that no Event Notwithstanding any other provision of Default has occurred and is continuing, this Agreement to the Trusteecontrary, upon receipt of at least five Business Days written notice from the Company delivered Bxxxxxxx’s request, Agent shall release its security interest in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement Contract(s) and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be releasedDocuments related thereto, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of including the items described set forth in clauses (A), a) through (B) and (Ce) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents “Collateral” specifically with respect to such Contract(s) (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request excluding any transfers in connection with the a Permitted Facility, which release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it security interest shall be a condition of the governed by Section 8.18, and excluding Permitted Charged Off Contracts Sales which release of such security interest shall be governed by the last sentence of this Section 4.6), included in the Collateral from such Lien that the Company shall have taken all action necessary so long as (a) Borrower obtains Agent’s prior written consent to cause the Redemption Date to occur simultaneously with such release. The Trustee , which consent shall take all steps reasonably required not be unreasonably withheld, conditioned or delayed; (b) no Default or Event of Default exists at the time such Contract(s) is to release any part of the Collateral from the Lien under this Agreement in connection with be released; (c) Borrower has entered into a written contract for the sale of such asset by the Company Contract(s) and has delivered to Agent a fully executed copy of such written contract; (d) if the proceeds thereof are used Borrowers have no Excess Availability after giving effect to satisfy prior and senior Liens in accordance with the terms sale, either (i) Borrower pledges to Agent additional Collateral equivalent to such Contract(s) being released, or (ii) Borrower reduces the outstanding, unpaid principal balance of the Original Pledge Agreement Notes through payment in an amount equal to the sale price of such Contract(s) being released in the form of cash or the wire transfer of immediately available funds; and (e) immediately following the Original Indenture pledging of additional Collateral or payment of the Notes, a Default or Event of Default does not exist under this Agreement. Upon satisfaction of all of the foregoing conditions, Agent shall release its security interest in such Contract(s) and if all remaining proceedswithin a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, are used being released. Any distribution of interest or delivered principal, or loss of the Collateral or any of the Property secured thereby, shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Borrowers, Agent’s Lien and security interest in the applicable Contracts and the Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of the purchase price therefore and Agent agrees to promptly execute and deliver at Borrower’s request any and all lien release and termination statements with respect thereto as required by this Section 10Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such applicable Contracts and original Security Documents in its possession, if any.

Release of Collateral. Provided that The Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release of the security interest and Liens established hereby on any Collateral: (a) if the sale or other disposition of such Collateral is permitted under the terms of the Credit Agreement and, at the time of such proposed release, both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (ib) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from if the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release other disposition of such Collateral from such Lien is not permitted under the terms of the Credit Agreement, provided that the Company requisite Lenders under such Credit Agreement shall have taken all action necessary consented to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens or disposition in accordance with the terms thereof, or (c) if such release has been approved by the requisite Lenders in accordance with the Credit Agreement. Waiver of the Original Pledge Agreement and the Original Indenture and if all remaining proceedsJury Trial . EACH DEBTOR AND THE AGENT ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, if anyBUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, are used or delivered as required by this Section 10EACH DEBTOR AND THE AGENT, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER SUCH PARTY AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH DEBTOR AND THE AGENT AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH SUCH PARTY FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Release of Collateral. Provided Axxx Alliance shall deposit the proceeds received and paid to Axxx Alliance (corresponding to the applicable Release Price) from the Transfer of, or otherwise derived from, the Collateral referred to in this Section 5.9, into the Segregated Account. For clarity, only funds received from the Transfer or otherwise derived from each item of Collateral referred to in subsections (i) through (v) will be permitted to pay the applicable Release Price for such item of Collateral and JGB Agent will not release its Lien and security interest on such item of Collateral with funds paid by Axxx Alliance from any other source (including any other item of Collateral). The JGB Agent shall, upon written request of the Borrowers and provided that no Event of Default has occurred and is continuing, release the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion Lien and security interest of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company JGB Agent in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least the Florida Property in the event that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to the lesser of (Release Price A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from Aircraft, provided that the sale Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price B, (iii) the Michigan Property, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price C, (iv) all or a portion of the Equipment, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price D, and (v) Circle 8 Pledged Interests provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price E. For clarity, the Lien and security interest of the JGB Agent to be released in each of the foregoing shall each be independent and based upon the amount specified in the preceding sentence and not cumulative. For further clarity, any Collateral released deposit to the Segregated Account pursuant to this Section (less a portion of such consideration5.9 shall be in addition to, the Fair Value of which is equal and shall not reduce or otherwise be in substitution for, any amounts required to be deposited to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal Segregated Account pursuant to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 105.8.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice Collateral may be released from the Company delivered security interest created by the Security Documents at any time or from time to time, and the Security Documents may be terminated, in connection accordance with a proposed sale of all or any portion the provisions of the Collateral, shall take all action necessary to Security Documents. The release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released from the terms hereof and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, or the termination of the Security Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions hereof if and to the extent the Collateral or Liens are released, or the Security Documents are terminated, pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amountapplicable Security Documents. The Trustee agrees to deliver such documents or instruments as and each of the Company may reasonably request in connection with the Holders acknowledge that a release of any Collateral or a Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens strictly in accordance with the terms of the Original Pledge Agreement Security Documents will not be deemed for any purpose to be an impairment of the Lien on the Collateral in contravention of the terms of this Indenture. To the extent applicable, the Issuer and each obligor on the Original Securities shall cause Section 314(d) of the Trust Indenture Act relating to the release of property or securities from the Lien hereof and if all remaining proceeds, if any, are used of the Security Documents to be complied with. Any certificate or delivered as opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the Issuer, except in cases which Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent person. In the event the Issuer wishes to release Collateral in accordance with the Security Documents and has delivered the certificates and documents required by the Security Documents and this Section 101302, including, without limitation, an Opinion of Counsel, which may be rendered by internal counsel to the Issuer, to the effect that such accompanying documents constitute all documents required by Section 314(d) of the Trust Indenture Act, the Trustee shall deliver a certificate to the Collateral Agent stating that, based on aforementioned Opinion of Counsel, it has received all documentation required by Section 314(d) of the Trust Indenture Act in connection with such release.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 28, the Trustee, Note Trustee shall release property from the security constituted by the Master Issuer Deed of Charge only upon receipt of at least five Business Days written notice a request from the Company delivered Master Issuer accompanied by an Officers' Certificate, an Opinion of Counsel and certificates of independent parties in connection accordance with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement Sections 314(c) and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool314(d)(1) of the Collateral which is Trust Indenture Act (Independent Certificates) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the Trust Indenture Act does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Master Issuer Deed of Charge, the Master Issuer shall, in addition to any obligation imposed in this Clause 28 or elsewhere in this Deed, furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Master Issuer of the property or securities to be so released. The officers so certifying may consult with, (B) and may conclusively rely upon a certificate as to the Net Proceeds received by the company from the sale fair value of such Collateralproperty provided to such officers by an internationally recognised financial institution with expertise in such matters. Whenever the Master Issuer is required to furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, or (C) the Net Proceeds remaining after Master Issuer shall also deliver to the satisfaction Note Trustee an Independent Certificate as to the same matters, if the fair value to the Master Issuer of the property to be so released and of all prior and senior Liens to which other such asset is subject (property made the basis of any such lesser amount, release since the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% commencement of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum then current fiscal year of the items described in clauses (A)Master Issuer, (B) and (C) of the definition of Net Proceeds as set forth in the indenture)certificates delivered pursuant to this Clause 28, is 10 per cent. or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal more of the Principal Amount Outstanding of the Master Issuer Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Release Amount, which shall Master Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one per cent. of the Principal Amount Outstanding of the Master Issuer Notes. Whenever any property is to be deposited released from the security constituted by the Trustee into Master Issuer Deed of Charge, the Cash Collateral Account and be Collateral subject Master Issuer shall also furnish to the Lien granted and created Note Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate that in the opinion of such person the proposed release will not impair the security under this Agreement, or (iii) evidence reasonably satisfactory Deed in contravention of the provisions hereof. Notwithstanding anything to the Trustee that Securities are substantially simultaneously being repurchased contrary contained herein, the Master Issuer may (a) make cash payments out of the Master Issuer Accounts relating to the Master Issuer Notes as and to the extent permitted or required by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection Transaction Documents and (b) take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Trust Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Act.

Release of Collateral. Provided that (a) Except as --------------------------------------- otherwise provided in the Intercreditor Agreement, no Event amendment or waiver of Default has occurred any provision of this Agreement, any Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and is continuingsigned by the Required Lenders (and, in the case of any such amendment, the TrusteeBorrower), upon receipt of at least five Business Days written notice from and then such waiver or consent shall be effective only in the Company delivered in connection with a proposed sale of all specific instance and for the specific purpose for which given; provided, however, that notwithstanding the foregoing or any portion -------- ------- contrary provision of the CollateralIntercreditor Agreement, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender which is, at least equal to such time, a Defaulting Lender), do any of the lesser of following at any time: (A) change the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) percentage of the Collateral which is Commitments or of the aggregate unpaid principal amount of any Loans or Notes, or the number of Lenders, that shall be required for the Lenders or any of them to be releasedtake any action hereunder or under the Intercreditor Agreement, or change the definition of Required Lenders or Supermajority Lenders, or (B) the Net Proceeds received by the company from the sale of such Collateralamend this Section 9.01, or (C) the Net Proceeds remaining after the satisfaction of release all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% substantially all of the principal amount thereof, plus accrued interest thereon to Collateral or (D) release any Guarantor from its obligations under the Redemption DateGuaranty, (ii) no amendment, waiver or consent shall, unless in writing and signed by the consideration received from Required Lenders and each Lender that has an outstanding Loan or Commitment under the sale of any Collateral released pursuant to this Section Facility affected by such amendment, waiver or consent, (less a portion A) increase the Commitments of such consideration, the Fair Value of which is equal Lender or subject such Lender to the sum of the items described in clauses (A)any additional obligations, (B) and reduce the principal of, or interest on, any Loans made or Notes held by such Lender or any fees or other amounts payable hereunder to such Lender or (C) postpone any date fixed for any payment of principal of, or interest on, any Loans made or Notes held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) no amendment, waiver or consent shall, unless in writing and signed by the definition of Net Proceeds Supermajority Lenders, increase the advance rate percentages set forth in the indenturedefinition of the Borrowing Base Amount or make less restrictive the definition of Eligible Receivables or Eligible Inventory, and (iv) no amendment, waiver or consent shall, unless in writing and signed by the Supermajority Lenders and each Lender that has an outstanding Loan or Commitment under the Facility affected by such amendment, waiver or consent, change the order of application of any prepayment set forth in Section 2.04 in any manner that materially affects such Lender (it being expressly understood that other provisions of Section 2.04, including those providing for and requiring prepayments, may be waived or amended by the Supermajority Lenders); provided further that no amendment, waiver or cash consent -------- ------- shall, unless in writing and signed by the Swing Line Lender or cash equivalents (including Investment Grade Securities) each Issuing Bank, as the case may be, in an amount at least equal addition to the Release AmountLenders required above to take such action, which shall be deposited by affect the Trustee into rights or obligations of the Cash Collateral Account and be Collateral subject to Swing Line Lenders or of the Lien granted and created Issuing Banks, as the case may be, under this Agreement; and provided further -------- ------- that no amendment, waiver or (iii) evidence reasonably satisfactory consent shall, unless in writing and signed by the Administrative Agent in addition to the Trustee that Securities are substantially simultaneously being repurchased by Lenders required above to 115 take such action, affect the Company in the open market rights or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition duties of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien Administrative Agent under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10any Note.

Release of Collateral. Provided that Until the Obligations have been paid in full (other than contingent indemnification obligations for which no Event of Default claim giving rise thereto has occurred been asserted) and is continuingthe Commitments have been reduced to zero, the TrusteeCollateral Agent may not release any Lien covering any Collateral except for (i) Collateral Obligations sold pursuant to Section 7.10, upon receipt of at least five Business Days written notice from (ii) any Related Security identified by the Company delivered in connection with a proposed sale of all Borrower (or any portion the Servicer on behalf of the CollateralBorrower) to the Collateral Agent and the Facility Agent so long as the Facility Termination Date has not occurred or (iii) Repurchased Collateral Obligations or Substituted Collateral Obligations pursuant to Section 7.11; provided that, shall take all action necessary to release such portion the Lien of the Collateral as is proposed to Agent shall be sold from automatically released (a) in the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent case of (i) an amount at least equal Collateral Obligations sold pursuant to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Datein accordance with Section 7.10, (ii) any Related Security identified by the consideration received from Borrower (or the sale Servicer on behalf of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal Borrower) to the sum of Collateral Agent and the items described in clauses (A)Facility Agent so long as the Facility Termination Date has not occurred, (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory Repurchased Collateral Obligations or Substituted Collateral Obligations pursuant to the Trustee that Securities are substantially simultaneously being repurchased by the Company Section 7.11, (b) in the open market case of all Collateral on the date that the Obligations have been paid in full (other than contingent Obligations for which no claim has been made) and the Commitments have been terminated in full or reduced to zero, and (c) in private transactions for an aggregate consideration, at least equal the case of assets divested pursuant to the Release AmountSection 10.28. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in In connection with the release of any a Lien or delivery of on any Collateral permitted pursuant to this Section 12.3 as contemplated requested by this Section. In the case of clause (i) aboveServicer, it shall be a condition the Collateral Agent, on behalf of the Secured Parties, will, at the sole expense of the Servicer, execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Collateral from such Lien Collateral; provided, that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part Collateral Agent, on behalf of the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral from the Lien under this Agreement in connection with the such sale of such asset by the Company if the proceeds thereof are used to satisfy prior or transfer and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10assignment.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, The Collateral shall be released automatically from securing the Trustee, First Lien Pari Passu Debt upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed any sale of Collateral in which the liens securing the Secured Obligations are released, in the event that such sale is effected as a result of the Applicable Collateral Agent exercising remedies against all or any portion of the Collateral, shall take all action necessary to release such a portion of the Collateral resulting in a sale or disposition thereof. Bankruptcy In connection with any insolvency proceeding of any Credit Party: If (1) such Credit Party, as is proposed debtor-in-possession, moves for approval of debtor-in-possession financing (a “DIP Financing”) and (2) the Applicable Authorized Representative does not object to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such noticeDIP Financing, against receipt by the Trustee or the Paying Agent of then (i) an amount at least equal to the lesser extent the liens securing such DIP Financing (the “DIP Financing Liens”) are senior to the Liens on any Collateral for the benefit of the holders of First Lien Obligations, each of the Non-Controlling Secured Parties (as defined below) shall subordinate its Liens with respect to such Collateral on the same terms as the Liens of the Controlling Secured Parties (as defined below) (other than any Liens of any holders of First Lien Obligations constituting DIP Financing Liens) are subordinated thereto and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any Collateral, each Non-Controlling Secured Party will confirm the priorities with respect to such Collateral, in each case so long as (A) the Net Value holders of First Lien Obligations retain the benefit of their Liens on the Exchange Closing (or such later date as the asset was added Collateral pledged to the Security Pool) of the Collateral which is to be releasedDIP Financing lenders, (B) the Net Proceeds received by the company from the sale holders of such CollateralFirst Lien Obligations are granted Liens on any additional collateral pledged to any other holders of First Lien Obligations as adequate protection or otherwise, or (C) the Net Proceeds remaining after the satisfaction if any amount of all prior and senior Liens such DIP Financing or cash collateral is applied to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% repay any of the principal First Lien Obligations, such amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens applied in accordance with the terms of the Original Pledge First Lien Intercreditor Agreement and (D) if any holders of First Lien Obligations are granted adequate protection, in connection with such DIP Financing or cash collateral, the Original Indenture and if all remaining proceeds, if any, proceeds of such adequate protection are used or delivered as required by this Section 10applied in accordance with the terms of the First Lien Intercreditor Agreement.

Release of Collateral. Provided that no Event (a) Notwithstanding any provision of Default has occurred and is continuingthe UCC, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all any other applicable law or decision or any portion Debt Document, each Debt Agent, on behalf of its Related Debt Secured Parties, hereby confirms its release of any liens or security interests of any kind whatsoever which such Debt Agent, or any trustee or agent acting on behalf of such Debt Agent, may now or hereafter hold for the Collateralbenefit of itself or its Related Debt Secured Parties in any Securitization Assets, it being understood and agreed that each Debt Agent, either for the benefit of itself or its Related Debt Secured Parties, shall take have no liens, security interests or rights to or in any Securitization Assets or any proceeds of any property or interests in property that constitute Securitization Assets (it being understood and agreed that each Debt Agent, for the benefit of its Related Debt Secured Parties, has a lien on the applicable Seller’s Retained Interest and all action necessary to release such portion proceeds thereof including in the equity interest in the SPV owned, directly or indirectly, by Foresight). For the avoidance of doubt, and without limiting the Collateral as is proposed to be sold from the Lien created under this Agreement foregoing release, each Debt Agent, on behalf of itself and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such noticeits Related Debt Secured Parties, against receipt by the Trustee or the Paying Agent of hereby agrees that (i) an amount at least equal to it shall not have, and hereby releases, any interest, right, lien or security interest of any kind whatsoever in the lesser proceeds of (A) any inventory of any Originator or the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be releasedSPV, (B) the Net Proceeds received by the company from the sale or financing of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior which gave rise to a Receivable that constitutes a Securitization Asset and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from upon the sale or purported sale or other transfer of an interest in any such inventory referred to in the immediately preceding clause (i), any interest, right, lien or security interest of any Collateral kind whatsoever acquired by any Debt Agent, for the benefit of itself or its Related Debt Secured Parties, in such inventory and proceeds thereof shall automatically and without further action cease and be released pursuant and such Debt Agent, either for the benefit of itself or its Related Debt Secured Parties, shall have no interest, right, lien or security interest of any kind whatsoever therein. Each Debt Agent agrees to this Section (less a portion of such consideration, the Fair Value of which is equal execute and deliver to the sum Receivables Agent, from time to time upon the reasonable request of the items described in clauses (A)Receivables Agent, (B) such UCC partial release statements and (C) of the definition of Net Proceeds set forth in the indenture)other documents and instruments, or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amountand do such other acts and things, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company Receivables Agent may reasonably request (in connection with each case at the sole expense of the applicable Debt Parties) in order to evidence the release of provided for in this Section 2(a); provided, however, that failure to execute and deliver any Lien such partial release statements, documents or delivery of any Collateral as contemplated by this Section. In the case of clause (i) aboveinstruments, it or to do such acts and things, shall be a condition of not affect or impair the release provided for in this Section 2(a); provided, further that to the extent that any Debt Agent deems (in its sole discretion) any such action to require an exercise of its discretion, such Collateral from such Lien that the Company Debt Agent shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably not be required to release execute or deliver any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset statements, documents, instruments or undertake any such other acts or things unless so instructed by the Company if the proceeds thereof are used to satisfy prior and senior Liens its Related Debt Secured Parties in accordance with the terms of the Original Pledge Agreement applicable Debt Document. The release set forth in this Section 2(a) is applicable irrespective of the order of creation, attachment or perfection of any such liens or security interests or any priority, interest or right that might otherwise be available to the Debt Agents under any applicable Debt Document or any other agreement, contract, document, instrument or applicable law and notwithstanding any representation or warranty of any Debt Secured Party to the contrary in the applicable Debt Document. Nothing in this Section 2(a) shall require any Debt Agent to take any action which it believes, in good faith, may prejudice its ability to realize the value of, or to otherwise protect, its interests (and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10interests of the parties for which it acts).

Release of Collateral. Provided Without affecting any of the rights (including any of the foreclosure rights) of the Senior Lender under the Senior Loan Agreement, the Senior Notes, the other Senior Loan Documents or any documents delivered to evidence or secure the obligations of any Company or WC Holdings to the Senior Lender in connection therewith or under the provisions of any applicable law, in the event that no the Senior Lender releases or discharges its security interests in, or liens upon, any Collateral which is subject to a lien or security interest in favor of the Subordinated Lender, such Collateral shall thereupon be deemed to have been released from all such liens and security interests of the Subordinated Lender, provided that the Senior Lender believes in good faith that any such released or discharged Collateral is being sold or transferred either (a) in the ordinary course of the applicable Company's or WC Holdings' business provided that, if the net proceeds of such Collateral are in excess of $250,000 ("Collateral Sale Proceeds"), then such net proceeds shall be used to purchase replacement property in accordance with the provisions of the Senior Loan Agreement or applied to payment of the Senior Indebtedness, or (b) following the occurrence and during the continuance of an Event of Default has occurred under the Senior Loan Agreement and is continuing, the Trustee, upon receipt giving of at least five Business Days (5) days' prior written notice from of any such proposed release to the Company delivered in connection with a proposed sale of all or any portion of Subordinated Lender, for consideration believed by the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed Senior Lender to be sold from the Lien created under this Agreement and deliver such Collateral reasonably equivalent to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale fair value of such Collateral, or under circumstances in which the seller of such Collateral shall have agreed that the net proceeds of any such sale under this clause (Cb) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% payment of the principal amount thereof, plus accrued interest thereon to Senior Indebtedness and the Redemption Date, Subordinated Indebtedness in the order of priority provided in this Agreement. The Subordinated Lender agrees that within five (ii5) days following the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such considerationSenior Lender's written request therefor, the Fair Value of which is equal to the sum of the items described in clauses (A)Subordinated Lender shall execute, (B) deliver and (C) of the definition of Net Proceeds set forth in the indenture)file any and all such termination statements, or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account lien releases and be Collateral subject to the Lien granted other agreements and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may Senior Lender reasonably request deems necessary or appropriate in connection order to give effect to the preceding sentence. The Subordinated Lender hereby authorizes the holder of the Senior Indebtedness to effect any such executions, deliveries and filings upon the earlier of receipt thereof or the expiration of such five (5) day period. Without limiting the foregoing, and without implying that the Senior Lender is obligated to undertake any special investigation with respect to its good faith belief as to the release fair value of any Lien or delivery property, the parties hereto agree to be bound as to the fair value of any Collateral property as contemplated determined by this Sectionany independent appraisal of such property that may be conducted at the request of the Senior Lender. In the case The cost of clause (i) above, it any such appraisal shall be a condition of borne by the release of such Collateral from such Lien that Companies and WC Holdings and, if funded by the Company Senior Lender, shall have taken all action necessary constitute Senior Indebtedness. Nothing contained herein shall be deemed to cause impose an obligation upon the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required Senior Lender or Subordinated Lender to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens lien or security interests except in accordance with the terms of this Agreement, the Original Pledge Agreement and Senior Loan Documents or the Original Indenture and if all remaining proceedsSubordinated Agreements, if any, are used or delivered as required by this Section 10respectively.

Release of Collateral. Provided that (a) If no Event of Default has occurred and is continuing, the TrusteeBorrower may, by delivery of a certificate of a Responsible Officer of the Collateral Manager delivered to the Collateral Agent, the Securities Intermediary and the Document Custodian on or prior to the settlement date for any sale of any item of Collateral certifying that the sale of such Collateral is being made in accordance with Section 10.01 and such sale complies with all applicable requirements of Section 10.01 (which certificate shall be deemed delivered upon delivery by the Borrower or the Collateral Manager of a trade ticket or other instruction), direct the Collateral Agent (or the Securities Intermediary or the Document Custodian on its behalf) to release or cause to be released such item from the Lien of this Agreement and, upon receipt of at least five Business Days written notice from such certificate, the Company delivered Collateral Agent (or the Securities Intermediary or the Document Custodian, as applicable) shall deliver any such item, if in connection with physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a proposed sale of all or any portion Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the Collateralsales price therefor USActive 59109857.10 as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or the Securities Intermediary or the Document Custodian on its behalf) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, shall take all action necessary to release such portion further, that none of the Collateral as is proposed Agent, the Securities Intermediary or the Document Custodian will be deemed to be sold from have notice of an Event of Default unless it has received notice thereof. Notwithstanding the Lien created under this Agreement and deliver foregoing, a trade ticket or other confirmation of trade in respect of such sale of Collateral delivered by the Borrower (or the Collateral Manager on its behalf) to the Company free and clear of such Lien at Collateral Agent, the time and place specified by the Company in such notice, against receipt by the Trustee Securities Intermediary or the Paying Agent of (i) an amount at least equal Document Custodian shall constitute certification as to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of matters described in this Section 8.10, and the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amountAgent, the "Released Amount")Securities Intermediary or the Document Custodian, which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereofas applicable, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of may conclusively rely on such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10certification.

Release of Collateral. Provided The Agents and the Lenders agree that no Event on the date on which (a) all principal, interest, fees and expenses owing in respect of Default has occurred the Loans, and is continuingall Reimbursement Obligations, Foreign Reimbursement Obligations, Unpaid Reimbursement Obligations, Foreign Unpaid Reimbursement Obligations, fees and expenses owing in respect of the Letters of Credit and Foreign Letters of Credit (whether or not then due and payable) have been paid in full, in cash, (b) any other accrued monetary Obligations required to be paid to any of the Agents or the Lenders pursuant to the terms of this Credit Agreement or the other Loan Documents (whether or not then due and payable) have been paid in full, in cash, (c) all of the Commitments shall have expired and been terminated, (d) all of the Letters of Credit and Foreign Letters of Credit shall have expired or been terminated, and (e) all lending and other credit commitments of the Lenders in respect thereof have terminated, the TrusteeAdministrative Agent shall, upon receipt of the written request and at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion expense of the CollateralBorrowers, shall take release its liens and security interests under the Loan Documents on the Collateral (which release, in the case of liens and security interests subject to any Collateral Agency Agreements, may be effected by appropriate modifications to such Collateral Agency Agreements or other similar documentation, having the same substantive effect, satisfactory to the Administrative Agent) and execute and deliver to the Borrowers or the Guarantors, as the case may be, all action such lien discharge documents (all to be non-recourse to the Administrative Agent, the Lead Agents and the Lenders) as may be reasonably necessary to effect such release such portion of liens. In the event of the Collateral permitted disposition of any assets, or the stock of any Subsidiaries, pursuant to and in accordance with (S)10.5.2 hereof, the Administrative Agent shall release only its security interest and liens on, as is proposed to be sold from the Lien created under this Agreement and deliver case may be, such Collateral to permitted disposed assets, the Company free and clear Guarantee (if any) of such Lien at permitted disposed Subsidiary (and the time security interest and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of liens (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Poolif any) of the Collateral which is to be released, (B) Administrative Agent on the Net Proceeds received by the company from the sale assets of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which disposed Subsidiary securing any such asset is subject (such lesser amount, the "Released Amount"released Guarantee), which amount shall be applied by all at the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% expense of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Borrowers.

Release of Collateral. Provided that If, as of the first Business Day of any Fiscal Quarter, (i) the actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by at least two of the Rating Agencies (one of which must be either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc.) with respect to senior, unsecured, non-credit enhanced long term debt of Company is BBB- or Baa3, as applicable, or higher as of such date and the actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by the same two Rating Agencies with respect to senior, unsecured, non-credit enhanced long term debt of Company has continuously been BBB- or Baa3, as applicable, or higher during the two consecutive Fiscal Quarters immediately preceding such date, (ii) Company is not and shall not have been on credit watch with negative implications by either of the same two Rating Agencies, and (iii) no Event of Default or Potential Event of Default has occurred and is continuing, continuing (the Trustee, upon receipt of at least five Business Days written notice from the Company delivered conditions set forth in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of clauses (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) and (iii) above being referred to herein as the consideration received from "COLLATERAL RELEASE CONDITIONS"), then Company may on such date request that Administrative Agent execute and deliver to Company reconveyance documents and releases (including without limitation UCC termination statements) releasing all Liens on the sale Collateral that were granted in favor of any Collateral released Administrative Agent on behalf of the Lenders pursuant to this Section the Collateral Documents (less a portion of other than the Collateral Account Agreement). Company shall make such consideration, request in writing and shall concurrently deliver to Administrative Agent and Lenders evidence in form and substance satisfactory to Administrative Agent showing that the Fair Value of which is equal to the sum of the items described Collateral Release Condition set forth in clauses (A), (Bi) and (Cii) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in above has been satisfied and an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee Officers' Certificate certifying that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part each of the Collateral from the Lien under this Agreement in connection with the sale Release Conditions has been satisfied as of such asset date and that no Event of Default or Potential Event of Default has occurred and is continuing or will be caused by such release of Collateral. The date on which each Collateral Release Condition has been satisfied and on which each such delivery has been made is referred to herein as the "COLLATERAL RELEASE DATE". Upon receiving such request, Administrative Agent shall, at Company's expense, promptly execute and deliver to Company such reconveyance documents and releases, in recordable form, and deliver to Company upon Company's request and at its expense, against receipt and without recourse to Administrative Agent, such of stock certificates (together with stock powers that were delivered to Administrative Agent by the Company if Loan Parties) and promissory notes pledged by the proceeds thereof are used Loan Parties pursuant to satisfy prior and senior Liens in accordance with the Pledge Agreements as shall not have been sold or applied pursuant to the terms of the Original Pledge Agreement Agreements; provided that, at the time of Administrative Agent's execution and the Original Indenture delivery of such reconveyance documents and if all remaining proceedsreleases and delivery of such stock powers and promissory notes, if any, are used no Event of Default or delivered as required Potential Event of Default shall have occurred and be continuing or shall be caused by this Section 10such release of Collateral.

Release of Collateral. Provided (a) If during any Quarterly Dividend Period any issuer of an Exchange Security that no Event of Default has occurred is a Marketable Security pays a Cash dividend, Pledgor may request release, and is continuing, the Trustee, upon receipt of at least five Business Days written notice Collateral Agent will release from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary Collateral and distribute to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of Pledgor (i) in respect of the first Cash dividend paid by any issuer of an amount at least equal to Exchange Security that is a Marketable Security during such Quarterly Dividend Period, the lesser product of (A) the Net Value lesser of (x) the Ordinary Cash Dividend (reduced by the amount of any withholding tax deducted from the Ordinary Cash Dividend) and (y) the product of (I) the amount of Cash actually paid by such issuer per Exchange Security (reduced by the amount of any withholding tax deducted from such payment) in respect of such Cash dividend and (II) the number of units of such Exchange Security that are a part of one Exchange Property Unit on the Exchange Closing (or record date for such later date as the asset was added to the Security Pool) of the Collateral which is to be releasedCash dividend, (B) the Net Proceeds received by the company from the sale of such Collateral, or Maximum Exchange Rate (C) the Net Proceeds remaining after the satisfaction number of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Trust Securities at 100% outstanding as of the principal amount thereofrecord date for such Cash dividend and (D) the Applicable Percentage, plus accrued interest thereon to the Redemption Date, or (ii) in respect of any subsequent Cash dividend paid by any issuer of an Exchange Security that is a Marketable Security during such Quarterly Dividend Period, the consideration received product of (A) the lesser of (x) the Ordinary Cash Dividend (reduced by the amount of any withholding tax deducted from the sale Ordinary Cash Dividend) minus the aggregate Cash dividend amounts per Exchange Property Unit released during the same Quarterly Dividend Period prior to the date of such release and (y) the product of (I) the amount of Cash actually paid by such issuer per Exchange Security (reduced by the amount of any Collateral released pursuant to this Section withholding tax deducted from such payment) and (less a portion II) the number of units of such consideration, Exchange Security that are a part of one Exchange Property Unit on the Fair Value of which is equal to the sum of the items described in clauses (A)record date for such Cash dividend or distribution, (B) and the Maximum Exchange Rate, (C) the number of Trust Securities outstanding as of the definition of Net Proceeds set forth in record date for such Cash dividend and (D) the indenture), or cash or cash equivalents (including Investment Grade Securities) in an Applicable Percentage; provided that no such amount at least equal shall be released to the Release Amount, which extent that Pledgor has any unsatisfied obligation under Section 6.7 of the Contract arising from an Excess Cash Dividend; provided further that (x) no release hereunder shall be deposited by the Trustee into the Cash Collateral Account made while any Default or Event of Default with respect to Pledgor has occurred and be Collateral subject to the Lien granted is continuing and created under this Agreement, or (iiiy) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it Pledgor shall be a condition of the entitled to request such release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10only once per Cash dividend.

Release of Collateral. Provided (a) Subject to subsections (b), (c) and (d) of this Section 9.03, Collateral may be released from the Lien and security interest created by this Indenture and the Collateral Documents at any time or from time to time upon the request of the Company pursuant to an Officers’ Certificate certifying that all terms for release and conditions precedent hereunder and under the applicable Collateral Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture or the Intercreditor Agreement which authorizes such release. The Trustee shall release, and, if the Trustee is not also serving as the Collateral Agent and/or Mortgage Trustee, shall give any necessary consent, waiver or instruction to the Collateral Agent or the Mortgage Trustee, as the case may be, to release (at the sole cost and expense of the Company) (i) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of; provided, such contribution, sale, lease, conveyance, transfer or other distribution is or will be in accordance with the provisions of this Indenture, including, without limitation, the requirement that the Net Cash Proceeds, if any, from such contribution, sale, lease, conveyance, transfer or other distribution are or will be applied in accordance with this Indenture and that no Default or Event of Default has occurred and is continuingcontinuing or would occur immediately following such release; (ii) Collateral which may be released with the consent of Holders pursuant to Article Ten hereof; (iii) any Collateral which is required to be released by the Intercreditor Agreement; (iv) all Collateral upon discharge or defeasance of this Indenture in accordance with Article Eight hereof; and (v) all Collateral upon the payment in full of all obligations of the Company with respect to the Securities. Upon receipt of such Officers’ Certificate, an Opinion of Counsel stating that all conditions precedent hereunder and under the applicable Collateral Documents for such release have been met and any other opinions or certificates required by this Indenture and the TIA, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all Mortgage Trustee or any portion of the CollateralCollateral Agent, as applicable, shall take all action execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral permitted to be released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) Indenture and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Documents.

Release of Collateral. Provided that no Prior to the occurrence of a Default or an Event of Default has occurred Default, Borrower and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with Guarantors shall be entitled to obtain a proposed sale of all or any portion release of the Collateral, shall take all action necessary Lenders' Liens with respect to release such portion certain of the Collateral designated by Borrower so long as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (a) either (i) an amount at least equal the Collateral being released is not required to be pledged to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added Lenders pursuant to the Security Pool) terms of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Datethis Agreement, (ii) the consideration received from Collateral being released is being sold by Borrower or the applicable Guarantor (provided, that, if the purchaser or transferee in connection with such sale is an Excluded Subsidiary, the book value [determined in accordance with GAAP] of any item of Collateral being released pursuant to this Section does not exceed three percent (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C3%) of Adjusted Net Worth and the definition aggregate book value [determined in accordance with GAAP] of all items of Collateral so released over the immediately preceding twelve month period does not exceed ten percent (10%) of Adjusted Net Proceeds set forth in the indentureWorth), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory the Collateral being released is being pledged by Borrower or such Guarantor to secure Debt which Borrower or such Guarantor is entitled to incur under Section 8.5 and Borrower or such Guarantor is entitled under Section 8.7 to xxxxx x xxxx on such Collateral being released in favor of the Trustee that Securities are substantially simultaneously Person for whom, and securing the Debt which, such lien is then being repurchased by the Company created to secure, (b) Borrower and Guarantors shall continue to be in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by compliance under this Section. In the case of clause (i) above, it shall be a condition of Agreement following the release of such Lenders' Liens, and (c) Borrower has reduced the amount outstanding under the Credit Facilities in an amount deemed satisfactory by Agent, in its sole discretion, due to such release of Collateral. If Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any is released as part of the Collateral from the Lien under this Agreement an asset exchange or capital contribution in connection with an Investment permitted by this Agreement, then condition (c) above can be satisfied by Borrower granting to Agent (for the sale benefit of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens Lenders) liens or security interests in accordance with the terms Collateral of the Original Pledge Agreement and same value as the Original Indenture and if all remaining proceeds, if any, are used or delivered Collateral being released as required determined by this Section 10Agent in its sole discretion.

Release of Collateral. (a) Provided that no Default has occurred and is continuing and that no Event of Default has occurred and is continuing, at any time after the Trusteedate which is two years after the Start-up Day and, upon receipt of notwithstanding the previous phrase to the contrary, at least five Business Days written notice from any time after the Company delivered in connection with a proposed sale of all or any portion third anniversary of the Collateraldate hereof the Loan may be defeased in whole, shall take all action necessary to release such portion of but not in part, provided that the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of Borrowers: (i) an amount at least equal provide not less than thirty (30) days prior written notice to the lesser of Lender specifying a Payment Date (Athe "Release Date") on which the Net Value on the Exchange Closing payments provided in clauses (or such later date as the asset was added to the Security Poolii) of the Collateral which is and (iii) below are to be released, made and the deposits provided in clauses (Biv) the Net Proceeds received by the company from the sale of such Collateral, or and (Cv) the Net Proceeds remaining after the satisfaction of all prior and senior Liens below are to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Datemade, (ii) pay all interest accrued and unpaid on the consideration received from Principal Indebtedness to and including the sale of any Collateral released Release Date, (iii) pay all other sums, not including scheduled interest or principal payments, due under the Loan Documents, (iv) deposit with the Lender an amount equal to the Principal Indebtedness, (v) deposit with the Lender the Yield Maintenance Premium and (vi) deliver to the Lender (A) a security agreement, in form and substance satisfactory to the Lender, creating a first priority perfected Lien on the deposits required pursuant to this Section (less a portion of such consideration, and the Fair Value of which is equal to the sum U.S. Obligations purchased on behalf of the items described Borrowers in clauses accordance with this Section (Athe "Security Agreement"), (B) and for execution by the Lender, releases of the Mortgaged Properties from the liens of the Mortgages in a form appropriate for the jurisdictions in which the Mortgaged Properties are located, (C) an Officer's Certificate of each of the definition of Net Proceeds Borrowers certifying that the requirements set forth in this Section have been satisfied, (D) an opinion of counsel from the indenture), or cash or cash equivalents (including Investment Grade Securities) Borrowers' counsel in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably form satisfactory to the Trustee Lender stating, among other things, that Securities are substantially simultaneously being repurchased by (x) the Company in U.S. Obligations have been duly and validly assigned and delivered to Lender and Lender has a first priority perfected security interest on the open market or in private transactions for an aggregate consideration, at least equal deposits required pursuant to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10.and a first priority perfected lien on the U.S. Obligations and

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered The Collateral Agent shall (a) in connection with a proposed sale any removal of all or any portion of Removed Receivables from the Collateral, shall take all action necessary to release such the portion of the Collateral as is proposed to be sold constituting or securing the Removed Receivables from the Lien created under by this Agreement and deliver such Collateral to upon receipt of an Officer’s Certificate of the Company free and clear of such Lien at Administrator certifying that the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing Outstanding Receivables Balance plus Finance Charges thereon (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which other amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request required in connection with the disposition of such Removed Receivables as provided by the Transaction Documents) with respect thereto has been deposited into the Collection Account and such release is authorized and permitted under the Transaction Documents, (b) on or after the Facility Termination Date, release any remaining portion of any the Collateral from the Lien or delivery of any Collateral as contemplated created by this Section. In Agreement and in each case deposit in the case Collection Account any funds then on deposit in any other Trust Account upon receipt of a Borrower Order or and Administrator Order accompanied by an Officer’s Certificate of the Administrator certifying that all conditions precedent relating to such release have been complied with and (c) in connection with any removal of Takeout Receivables from the Collateral in accordance with a Permitted Takeout, release its security interest in the Takeout Assets upon (i) receipt of an Officer’s Certificate of the Administrator specifying the amount of the Takeout Price with respect thereto calculated in accordance with Section 2.8(d), certifying that such Takeout Price has been deposited into the Collection Account and such release is authorized and permitted under the Transaction Documents, and specifying the respective addresses and e-mail addresses of the Lenders and the Borrower, and (ii) immediately following receipt by the Collateral Agent of the Administrator’s Officer’s Certificate referenced in clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of written confirmation by the Collateral from Agent (which may be by email or such other method as acceptable to the Lien under this Agreement in connection with Collateral Agent) to the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement Lenders and the Original Indenture Borrower (solely to the extent their respective addresses and if all remaining proceeds, if any, e-mail addresses are used or delivered as required by this Section 10provided to the Collateral Agent in such Officer’s Certificate) that an amount equal to such Takeout Price has been deposited into the Collection Account.

Release of Collateral. Provided that no Event of Default has occurred In addition to and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement Intercreditor Agreement, the Collateral Agent’s Liens upon the Collateral will no longer secure the Notes outstanding or any Note Guarantees under this Indenture, and the Original Indenture right of the Holders to the benefits and if all remaining proceedsproceeds of the Collateral Agent’s Liens on the Collateral will terminate and be discharged: (a) in whole, upon payment in full of the principal of, together with accrued and unpaid interest and premium, if any, are used on, the Notes; (b) in whole, upon satisfaction and discharge of this Indenture or delivered upon a legal or covenant defeasance pursuant to Article VIII hereof; (c) in whole, in respect of the Collateral of a Guarantor, upon the designation of such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.6 and the definition of “Unrestricted Subsidiary”; (d) in part, as required to any property constituting Collateral that is sold, transferred or otherwise disposed of by the Company or any of the Guarantors (other than to the Company or another Guarantor) in a transaction permitted by Section 4.13 and by the Collateral Documents (to the extent of the interest sold or disposed of), or otherwise in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement; and (e) in whole or in part, with the consent of holders of the requisite percentage of notes in accordance with Sections 9.2 and 9.3. provided that, in the case of any release in whole pursuant to clauses (a) and (b) above, all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement have been paid or otherwise provided for to the reasonable satisfaction of the Trustee and the Collateral Agent. Section 1011.4.

Release of Collateral. Provided that no Event Collateral may be released from the Liens created by the Security Documents at any time or from time to time, and the Security Documents may be terminated, in accordance with the provisions of Default has occurred and is continuing, the TrusteeSecurity Documents or in accordance with this Indenture. In addition, upon the request of the Company pursuant to an Officer's Certificate and receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale an Opinion of all Counsel certifying that any sale, conveyance or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale disposal of any Collateral has been effected in compliance with the provisions of this Indenture, the Trustee will cause the Collateral Agent to release, and the Collateral Agent will release, the Lien on such Collateral (including all proceeds thereof). Upon receipt of such Officer's Certificate and Opinion of Counsel, the Trustee will cause the Collateral Agent to, and the Collateral Agent will, execute, deliver and acknowledge any necessary or proper instruments of termination or release to evidence the release of the Liens on any Collateral (including the -97- proceeds thereof) permitted to be released pursuant to this Section Indenture or the Security Documents. The release of any Liens on Collateral (less a portion including the proceeds thereof) from the terms hereof and of such considerationthe Security Documents or the release of, in whole or in part, the Fair Value Liens created by the Security Documents, or the termination of which is equal the Security Documents, will not be deemed to impair the Liens on the Collateral in contravention of the provisions hereof if and to the sum of extent that the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture)Liens on Collateral are released, or cash the Security Documents are terminated, otherwise than pursuant to this Indenture or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amountapplicable Security Documents. The Trustee agrees to deliver such documents or instruments as and each of the Company may reasonably request in connection with the Holders acknowledge that a release of any Lien on Collateral or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement Security Documents will be deemed an authorized release of such Lien pursuant to the terms of this Indenture. To the extent applicable, the Company and each obligor on the Notes shall cause Section 314(d) of the TIA relating to the release of property or securities from the Lien hereof and of the Security Documents to be complied with. Any certificate or opinion required by Section 314(d) of the TIA may be made by an officer of the Company, except in cases which Section 314(d) of the TIA requires that such certificate or opinion be made by an independent person. In releasing any Collateral pursuant to the terms of the Indenture, including the provisions of any Security Document, the Trustee shall be entitled to receive, and shall be fully protected in relying upon an Officers' Certificate and Opinion of Counsel certifying that such release is authorized or permitted by this Indenture and the Original Indenture Security Documents and if that all remaining proceedsconditions precedent, if any, are used or delivered as required by this Section 10to such release have been satisfied.

Release of Collateral. Provided (a) Subject to Article XII, the Issuer may, by Issuer Order executed by an Authorized Officer of the Collateral Manager on behalf of the Issuer, delivered to the Trustee at least one Business Day prior to the settlement date for any sale of an Asset certifying that no the sale of such Asset is being made in accordance with Section 12.1 hereof and such sale complies with all applicable requirements of Section 12.1 (provided that if an Event of Default has occurred and is continuing, neither the TrusteeIssuer nor the Collateral Manager (on behalf of the Issuer) may direct the Trustee to release or cause to be released such Asset from the lien of this Indenture pursuant to a sale under Section 12.1(f), (h) or (i)), direct the Trustee to release or cause to be released such Asset from the lien of this Indenture and, upon receipt of at least five Business Days written notice from such Issuer Order, the Company delivered Trustee shall deliver any such Asset, if in connection with physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Asset is a proposed sale of all or any portion Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the Collateral, shall take all action necessary to release such portion of the Collateral sales price therefor as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company Collateral Manager in such notice, against receipt by Issuer Order; provided that the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or may deliver any such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described Asset in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions physical form for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens examination in accordance with the terms street delivery custom; provided that, for purposes of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 1010.11 and Sections 12.1 and 12.2, Issuer Order shall mean to include the delivery to the Trustee, by email or otherwise in writing, of a confirmation of trade, instruction to post or to commit to the trade or similar language by the Collateral Manager, and shall constitute a direction and certification that the transaction is in compliance with and satisfies all applicable provisions of such Sections and Article XII of this Indenture.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 28, the Trustee, Note Trustee shall release property from the security constituted by the Eighth Issuer Deed of Charge only upon receipt of at least five Business Days written notice a request from the Company delivered Eighth Issuer accompanied by an Officers' Certificate, an Opinion of Counsel and certificates of independent parties in connection accordance with Trust Indenture Act Sections 314(c) and 314(d)(1) (INDEPENDENT CERTIFICATES) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the Trust Indenture Act does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Eighth Issuer Deed of Charge, the Eighth Issuer shall, in addition to any obligation imposed in this Clause 28 or elsewhere in this Deed, furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Eighth Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a proposed sale certificate as to the fair value of such property provided to such officers by an internationally recognised financial institution with expertise in such matters. Whenever the Eighth Issuer is required to furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Eighth Issuer shall also deliver to the Note Trustee an Independent Certificate as to the same matters, if the fair value to the Eighth Issuer of the property to be so released and of all or other such property made the basis of any portion such release since the commencement of the Collateral, shall take all action necessary to release such portion then current fiscal year of the Collateral Eighth Issuer, as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture)certificates delivered pursuant to this Clause 28, is 10 per cent. or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal more of the Principal Amount Outstanding of the Eighth Issuer Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Release Amount, which shall Eighth Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one per cent. of the Principal Amount Outstanding of the Eighth Issuer Notes. Whenever any property is to be deposited released from the security constituted by the Trustee into Eighth Issuer Deed of Charge, the Cash Collateral Account and be Collateral subject Eighth Issuer shall also furnish to the Lien granted and created Note Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate that in the opinion of such person the proposed release will not impair the security under this Agreement, or (iii) evidence reasonably satisfactory Deed in contravention of the provisions hereof. Notwithstanding anything to the Trustee that Securities are substantially simultaneously being repurchased contrary contained herein, the Eighth Issuer may (a) make cash payments out of the Eighth Issuer Accounts relating to the Eighth Issuer Notes as and to the extent permitted or required by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection Transaction Documents and (b) take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Trust Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Act.

Release of Collateral. Provided that no Event The Collateral Agent shall not at any time release Collateral from the security interests created by the Collateral Agreements unless such release is in accordance with the provisions of Default has occurred this Indenture and the applicable Collateral Agreements. The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is continuingreleased pursuant to this Indenture and the Collateral Agreements. Notwithstanding any provision to the contrary herein, the Company and the Guarantors may, subject to the provisions contained herein, among other things, without any release or consent by the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection Collateral Agent or the Holders, conduct ordinary course activities with a proposed sale of all or any portion of respect to the Collateral, shall take all action necessary including, without limitation: (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to release such portion the Lien of the Collateral as is proposed to be sold from Agreements that has become worn out, defective, obsolete or not used or useful in the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Datebusiness, (ii) the consideration received from the sale abandoning, terminating, canceling, releasing or making alternations in or substitutions of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), leases or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral contracts subject to the Lien granted and created under of this AgreementAgreement or any of the Collateral Agreements, or (iii) evidence reasonably satisfactory surrendering or modifying any franchise, license or permit subject to the Trustee Lien of the Collateral Agreements that Securities it may own or under which it may be operating, (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances, (v) granting a license of any intellectual property, (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business, (vii) collecting accounts receivable in the ordinary course of business as permitted by Section 4.11, (viii) making cash payments (including for the repayment of 113 Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are substantially simultaneously being repurchased not otherwise prohibited by this Agreement and the Collateral Agreements and (ix) abandoning any intellectual property that is no longer used or useful in the Company’s or any Guarantor’s business. Collateral comprised of accounts receivable, and inventory or the proceeds of the foregoing, or cash shall be subject to release upon sales of such inventory, collection of the proceeds of such accounts receivable, and withdrawals of cash from the Company’s deposit accounts in the ordinary course of business. If requested in writing by the Company in Company, the open market or in private transactions for an aggregate consideration, at least equal Trustee shall instruct the Collateral Agent to the Release Amount. The Trustee agrees to execute and deliver such documents documents, instruments, agreements, filings or instruments statements and to take such other action as the Company may reasonably request in connection with the release of any Lien to evidence or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien confirm that the Company shall have taken all action necessary to cause Collateral falling under this Section 12.03 has been released from the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part Liens of each of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Agreements.

Release of Collateral. Provided that If, as of the first Business Day of any fiscal quarter of the Borrower, (i) the actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by at least two of the Rating Agencies with respect to senior, unsecured, non-credit enhanced long term debt of the Borrower is BBB- or Baa3, as applicable, or higher as of such date and the actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by the same two Rating Agencies with respect to senior, unsecured, non-credit enhanced long term debt of the Borrower has continuously been BBB- or Baa3, as applicable, or higher during the two consecutive fiscal quarters of the Borrower immediately preceding such date, (ii) the Borrower is not and shall not have been on credit watch with negative implications by either of the same two Rating Agencies and (iii) no Default or Event of Default has occurred and is continuingcontinuing (the conditions set forth in clauses (i), (ii) and (iii) above being referred to herein as the Trustee"Collateral Release Conditions"), upon receipt of at least five Business Days written notice from then the Company delivered Borrower may on such date request that the Collateral Agent execute and deliver to the Borrower reconveyance documents and releases (including, without limitation, UCC termination statements) releasing all Liens on the Collateral that were granted in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion favor of the Collateral Agent pursuant to the Security Documents. The Borrower shall make such request in writing and shall concurrently deliver to the Collateral Agent evidence in form and substance satisfactory to the Collateral Agent showing that the Collateral Release Conditions set forth in clauses (i) and (ii) above have been satisfied and a certificate of the chief financial officer of the Borrower to the effect that each of the Collateral Release Conditions has been satisfied as of such date and that no Default or Event of Default has occurred and is proposed continuing or will be caused by such release of Collateral. The date on which each Collateral Release Condition has been satisfied and on which each such delivery has been made is referred to be sold from herein as the Lien created under this Agreement "Collateral Release Date". Upon receiving such request, the Collateral Agent shall, at the Borrower's expense, promptly execute and deliver such Collateral to the Company free Borrower such reconveyance documents and clear releases in recordable form, and deliver to the Borrower, against receipt and without recourse to the Collateral Agent, such of such Lien the Collateral (including, without limitation, stock certificates (together with stock powers that were delivered to the Collateral Agent by the Credit Parties) and promissory notes pledged by the Credit Parties pursuant to the Pledge Agreements) as shall not have been sold or applied pursuant to the terms of the Security Agreements; provided that, at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale Agent's execution and delivery of such reconveyance documents and releases and delivery of such Collateral, no Default or (C) the Net Proceeds remaining after the satisfaction Event of all prior Default shall have occurred and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount be continuing or shall be applied caused by such release of Collateral; provided, further, that the Trustee or Paying Collateral Agent shall have no obligation to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of release any Collateral released pursuant to this Section (less a portion of 8.15 unless all Liens on such consideration, the Fair Value of which is equal Collateral granted pursuant to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities SL Documents are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10released concurrently therewith.

Release of Collateral. Provided that (a) If no Event of Default has occurred and is continuing, the TrusteeBorrower may, by delivery of a certificate of a Responsible Officer of the Servicer delivered to the Collateral Agent, the Securities Intermediary and the Document Custodian on the Business Day prior to the settlement date for any sale of any item of Collateral certifying that the sale of such Collateral is being made in accordance with Section 10.01 and such sale complies with all applicable requirements of Section 10.01 (which certificate shall be deemed delivered upon delivery by the Borrower or the Servicer of a trade ticket or other instruction), direct the Collateral Agent (or the Securities Intermediary or the Document Custodian on its behalf) to release or cause to be released such item from the Lien of this Agreement and, upon receipt of at least five Business Days written notice from such certificate, the Company delivered Collateral Agent (or Document Custodian, as applicable) shall deliver any such item, if in connection with physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a proposed sale of all or any portion Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the Collateralsales price therefor as specified by the Servicer in such certificate; provided that the Collateral Agent (or the Securities Intermediary or the Document Custodian on its behalf) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, shall take all action necessary to release such portion further, that none of the Collateral as is proposed Agent, the Securities Intermediary or the Document Custodian will be deemed to be sold from have notice of an Event of Default unless it has received notice thereof. Notwithstanding the Lien created under this Agreement and deliver foregoing, a trade ticket or other confirmation of trade in respect of such sale of Collateral delivered by the Borrower (or the Servicer on its behalf) to the Company free and clear of such Lien at Collateral Agent, the time and place specified by the Company in such notice, against receipt by the Trustee Securities Intermediary or the Paying Agent of (i) an amount at least equal Document Custodian shall constitute certification as to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of matters described in this Section 8.09, and the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amountAgent, the "Released Amount")Securities Intermediary or the Document Custodian, which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereofas applicable, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of may conclusively rely on such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10certification.

Release of Collateral. Provided that no Event (a) Any release of Default has occurred and is continuing, all or part of the Trustee, upon receipt of at least five Business Days written notice Student Loans or other Collateral from the Company delivered security interests granted to Lender under Section 5.1 (Grant of Security Interest) in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Datewhole loan sales, (ii) direct and indirect sales to Securitization Vehicles, (iii) alternative funding provided by U.S. federal government student loan programs or (iv) sales or transfers to other third parties shall require the consideration received from prior written consent of Lender; provided, that the sale prior written consent of Lender shall not be required and the Lender’s security interest is automatically released (1) for Student Loans or other Collateral financed in the U.S. Department of Education's Conduit Program (the "Conduit Program"), Loan Purchase Commitment Program ("Put Program") or Loan Participation Purchase Program ("Participation Program" or "PPI Program")); (2) for Student Loans or other Collateral (a) which a seller is obligated to repurchase due to a breach of a covenant, representation or warranty, consistent with Borrower's contractual arrangements with such seller, or (b) transferred to an insurer or guarantor of Student Loans in connection with any claims submitted to such insurer or guarantor in accordance with Borrower's contractual arrangements with such insurers or guarantors; (3) if the Loans shall be paid in full and the Commitment shall be terminated in connection therewith; (4) for sales of Retained Securitization Interests; and (5) for Student Loans or other Collateral released pursuant financed in either of the two securitizations scheduled to this Section (less a portion of such considerationoccur in February and March 2010 so long as the parameters for the two securitizations fall within the minimum advance rates, the Fair Value maximum cost of which is equal to funds, the sum maximum size, the timing constraints and the description of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds collateral set forth in the indentureExhibit C (Parameters for February and March 2010 Securitizations); provided, or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which that Borrower shall be deposited by required to deliver prior written notice of sales pursuant to clauses (1) through (5) above to Lender and to apply the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company net proceeds from such sales in the open market or manner described in private transactions for an aggregate considerationSection 5.2(b) (Release of Collateral). Notwithstanding the foregoing, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with its customary procedures, Borrower may cancel a Student Loan to the terms of extent requested by the Original Pledge Agreement and related obligor or the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10related educational institution.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the (A) Collateral as is proposed to may be sold released from the Lien and security interest created under by the Security Documents at any time and from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreements and this Agreement and deliver such Collateral Indenture. Notwithstanding anything to the contrary in the Security Documents, the Intercredi- tor Agreements and this Indenture, the Company free and clear the Guarantors will be entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Notes Obligations under any one or more of the following circumstances: (1) to consummate the sale, transfer or other disposition of such Lien at the time and place specified by property or assets (to a Per- son that is not the Company in such notice, against receipt by the Trustee or the Paying Agent of (ia Guarantor) an amount at least equal to the lesser extent not prohibited under Section 4.10; (2) upon the release of (A) the Net Value on the Exchange Closing (or such later date as the asset was added a Guarantor from its Guarantee with respect to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released Notes pursuant to this Section Indenture; (less 3) in respect of the property and assets of a portion Restricted Subsidiary that is a Guarantor, upon the designation of such consideration, the Fair Value of which is equal Guarantor to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in be an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens Unrestricted Subsidiary in accordance with the terms of this In- denture or upon such Restricted Subsidiary otherwise becoming an Excluded Subsidiary; (4) upon such property or asset becoming an Excluded Asset; or (5) as described under Article 9. (B) The Liens on the Original Pledge Agreement Collateral securing the Notes and the Original Guarantees also will be released (1) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid; (2) upon a Legal Defeasance or Covenant Defeasance under this Indenture as described un- der Section 8.02 or a discharge of this Indenture as described under Section 11.01; or (3) pursuant to the Intercreditor Agreements. (C) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and if all remaining proceedsthe Security Documents and the Inter- creditor Agreements, if anyas applicable, are used to such release have been met and that it is permitted for the Trustee or delivered as required Collat- eral Agent to execute and deliver the documents requested by the Company in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the Company, the Trustee and the Collateral Agent shall, execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreements. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel. Section 10.12.03

Release of Collateral. Provided (a) Subject to subsections (b), (c) and (d) of this Section 10.03, Note Collateral may be released from the Lien and security interest created by this Indenture and the Collateral Documents at any time or from time to time upon the request of the Issuers pursuant to an Officers' Certificate certifying that all terms for release and conditions precedent hereunder and under any applicable Collateral Document have been met and specifying (i) the identity of the Note Collateral to be released and (ii) the provision of this Indenture which authorizes such release. The Trustee shall release (at the sole cost and expense of the Issuers) (i) all Note Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of (including, without limitation, any Note Collateral that does not constitute Project Assets) and all Note Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of to an Unrestricted Subsidiary, but excluding any such contribution, sale, lease, conveyance, transfer or other distribution to the Company or a Restricted Subsidiary); PROVIDED, such contribution, sale, lease, conveyance, transfer or other distribution is or will be in accordance with the provisions of this Indenture, including, without limitation, if applicable, the requirement that the net proceeds from such contribution, sale, lease, conveyance, transfer or other distribution are or will be applied (subject to the provisions of the Intercreditor Agreement) in accordance with this Indenture and that no Default or Event of Default has occurred and is continuingcontinuing or would occur immediately following such release; (ii) Note Collateral that is condemned, seized or taken by the power of eminent domain or otherwise confiscated pursuant to an Event of Loss; PROVIDED that the Net Loss Proceeds, if any, from such Event of Loss are or will be applied in accordance with Section 4.11 hereof; (iii) all Note Collateral which may be released with the consent of Holders pursuant to Article 9 hereof; (iv) all Note Collateral (except as provided in Article 8 or 12 hereof and, in particular, the Trustee, funds in the trust fund described in Section 8.04 or Section 12.01 hereof) upon receipt discharge or defeasance of at least five Business Days written notice from this Indenture in accordance with Article 8 or 12 hereof; (v) all Note Collateral upon the payment in full of all obligations of the Issuers with respect to the Notes and the Note Guarantors with respect to the Note Guarantees; (vi) Note Collateral of a Guarantor whose Note Guarantee is released pursuant to Section 11.05(a) hereof; (vii) Note Collateral that is expressly required to be released by any Collateral Document or the Intercreditor Agreement; (viii) assets included in the Note Collateral 100 with a fair market value as determined in good faith by the Board of Directors of the Company delivered of up to $1.0 million in connection with a proposed sale any calendar year, subject to cumulative carryover for any amount not used in any prior calendar year; and (ix) assets if all other Liens on such assets securing any Credit Facility or any other Indebtedness then secured by such assets (including all commitments thereunder) are released, including any such release pursuant to release of Note Guarantees as described in Section 11.05(b); PROVIDED that after giving effect to such releases, the aggregate book value of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created assets released under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of clause (iix) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100does not exceed 10% of the principal amount thereofConsolidated Total Assets of the Company as of the Issuance Date. Upon receipt of such Officers' Certificate, plus accrued interest thereon the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the Redemption Date, (ii) the consideration received from the sale release of any Note Collateral permitted to be released pursuant to this Section (less a portion of such considerationIndenture or the Collateral Documents. The Trustee is hereby authorized and shall, the Fair Value of which is equal from time to the sum time upon request of the items described in Issuers, execute and deliver UCC-3 termination statements and such other agreements or documents evidencing release of (1) Note Collateral available for release pursuant to clauses (Ai) through (ix) above, and (2) any Specified FF&E or deposits or advances used for the purpose of acquiring Specified FF&E; PROVIDED that except in the case of each of clauses (iii), (Biv) and (C) v), such request by the Issuers is accompanied by an Officers' Certificate of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral Issuers certifying that any assets being so released are not subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company Liens in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition favor of the release of such Collateral from such Lien that Lenders under the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Bank Credit Facility.

Release of Collateral. Provided that no Event of Default has occurred and is continuingExcept to the extent expressly provided in this Clause 28, the Trustee, Note Trustee shall release property from the security constituted by the Seventh Issuer Deed of Charge only upon receipt of at least five Business Days written notice a request from the Company delivered Seventh Issuer accompanied by an Officers' Certificate, an Opinion of Counsel and certificates of independent parties in connection accordance with Trust Indenture Act Sections 314(c) and 314(d)(1) (INDEPENDENT CERTIFICATES) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the Trust Indenture Act does not require any such Independent Certificates. Prior to the release of any property or securities subject to the lien of the Seventh Issuer Deed of Charge, the Seventh Issuer shall, in addition to any obligation imposed in this Clause 28 or elsewhere in this Deed, furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value to the Seventh Issuer of the property or securities to be so released. The officers so certifying may consult with, and may conclusively rely upon a proposed sale certificate as to the fair value of such property provided to such officers by an internationally recognised financial institution with expertise in such matters. Whenever the Seventh Issuer is required to furnish to the Note Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in the preceding paragraph, the Seventh Issuer shall also deliver to the Note Trustee an Independent Certificate as to the same matters, if the fair value to the Seventh Issuer of the property to be so released and of all or other such property made the basis of any portion such release since the commencement of the Collateral, shall take all action necessary to release such portion then current fiscal year of the Collateral Seventh Issuer, as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture)certificates delivered pursuant to this Clause 28, is 10 per cent. or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal more of the Principal Amount Outstanding of the Seventh Issuer Notes, but such a certificate need not be furnished with respect to any property so released if the fair value thereof to the Release Amount, which shall Seventh Issuer as set forth in the related Officers' Certificate is less than $25,000 or less than one per cent. of the Principal Amount Outstanding of the Seventh Issuer Notes. Whenever any property is to be deposited released from the security constituted by the Trustee into Seventh Issuer Deed of Charge, the Cash Collateral Account and be Collateral subject Seventh Issuer shall also furnish to the Lien granted and created Note Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate that in the opinion of such person the proposed release will not impair the security under this Agreement, or (iii) evidence reasonably satisfactory Deed in contravention of the provisions hereof. Notwithstanding anything to the Trustee that Securities are substantially simultaneously being repurchased contrary contained herein, the Seventh Issuer may (a) make cash payments out of the Seventh Issuer Accounts relating to the Seventh Issuer Notes as and to the extent permitted or required by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection Transaction Documents and (b) take any other action not inconsistent with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Trust Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Act.

Release of Collateral. Provided that Upon the final indefeasible payment in full in cash and performance of the Obligations, this Agreement and the covenants contained herein shall terminate (except for Sections 4.19, 6.3 and 6.4 hereof) and the Collateral shall be released by the Collateral Agent to the Company and the Collateral Agent shall have no Event further security interest in the Collateral. In addition, this Agreement shall terminate (except for the Sections 4.19, 6.3 and 6.4 hereof) and the Collateral shall be released upon the prior written consent of Default has occurred and is continuing, the Trustee, upon receipt holders of at least 66 2/3% of the aggregate principal amount of the Securities then outstanding (the "Requisite Vote") pursuant to a request (a "Collateral Release Request") made by the Company to the holders. In the event that the Company does not receive the Requisite Vote pursuant to any such Collateral Release Request, the Company may, at its option, within five Business Days written business days after the latest date on which such consents are required to be delivered to the Company pursuant to the terms of the Collateral Release Request, make an offer to purchase (a "Collateral Release Repurchase Offer") all of the outstanding Securities at a purchase price of 101.5% of the Accreted Value thereof, plus accrued and unpaid interest, if any, to the date of repurchase. Upon the consummation of such Collateral Release Repurchase Offer, this Agreement automatically shall terminate and the Collateral shall be released. If the Company shall at any time make a Collateral Release Request, the Company shall pay to the voting holders an amount in cash equal to .50% of the Accreted Value on such date as provided in the Indenture. Any Collateral Release Request shall be made as provided in the Indenture. Upon such termination, the Collateral Agent shall promptly reassign and redeliver (or cause to be reassigned and redelivered) to the Company, or to such person or persons as the Company shall designate or to whomever may be lawfully entitled to receive such surplus, against receipt, such of the Collateral (if any) as shall not have been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Any such reassignment shall be without recourse upon or warranty by the Collateral Agent (other than a warranty that the Collateral Agent has not assigned or delivered the Collateral so reassigned and redelivered its rights and interests hereunder to any other person) and at the expense of the Company. Upon final indefeasible payment in full in cash and performance of the Obligations, the Collateral Agent will (as soon as reasonably practicable after receipt of notice from the Company delivered in connection with a proposed sale of all or any portion requesting the same but at the expense of the CollateralCompany) send the Company, shall take all action necessary for each jurisdiction in which a UCC financing statement is on file to release such portion of perfect the security interests granted to the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such noticeAgent hereunder, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10termination statement.

Release of Collateral. Provided Without limiting any of the rights (including the right to foreclose upon any collateral) of the Lenders under any of the Promissory Documents or Security Agreements or under the provisions of any applicable law, in the event that no a majority of the Lenders (the "RELEASING LENDERS") shall have fully released all of their security interests in, and liens upon, any collateral which secures the Secured Indebtedness subject to a security interest or lien in favor of the other Lenders (the "OTHER LENDERS"), the Other Lenders agree that such collateral shall thereupon be released from all such security interests and liens in favor of the Other Lenders, provided that such collateral is being sold or transferred either (a) in the ordinary course of business or (b) following the occurrence of an Event of Default, which Event of Default has occurred not been cured or waived by the Releasing Lenders, and after the giving of ten (10) days' prior written notice to the Other Lenders of any such proposed sale or transfer, for consideration which is continuingreasonably equivalent to the fair value of such collateral, and subject to the net proceeds of such sale or transfer being shared by the Lenders on a PARI PASSU basis with the amount thereto to which each such Lender is entitled determined by reference to the principal amount of Secured Indebtedness held by each Lender in proportion to the total outstanding principal amount of all Secured Indebtedness. The Other Lenders agree that within ten (10) days after the written request of the Releasing Lenders, the TrusteeOther Lenders will execute, upon receipt deliver and file any and all such termination statements, lien releases or other agreements or instruments as the Releasing Lenders shall reasonably deem necessary or appropriate in order to give effect to the foregoing provisions of at least five Business Days written notice from this Section 3. Without limiting the Company delivered in connection with a proposed sale of all or any portion generality of the Collateralforegoing provisions of this Section 3, the Lenders, and each of them, may (but shall take all action necessary not be obligated to) cause an independent appraisal to release such portion be made as to the fair value of the Collateral as is any collateral proposed to be sold from or transferred and may conclusively rely upon the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale results of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10appraisal.

Release of Collateral. Provided that no Event of Default has occurred and is continuing, The Collateral shall be released automatically from securing the Trustee, Second Lien Pari Passu Debt upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed any sale of Collateral in which the liens securing the Secured Obligations are released, in the event that such sale is effected as a result of the Applicable Collateral Agent exercising remedies against all or any portion of the Collateral, shall take all action necessary to release such a portion of the Collateral resulting in a sale or disposition thereof. Bankruptcy In connection with any insolvency proceeding of any Credit Party: If (1) such Credit Party, as is proposed debtor-in-possession, moves for approval of debtor-in-possession financing (a “DIP Financing”) and (2) the Applicable Authorized Representative does not object to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such noticeDIP Financing, against receipt by the Trustee or the Paying Agent of then (i) an amount at least equal to the lesser extent the liens securing such DIP Financing (the “DIP Financing Liens”) are senior to the Liens on any Collateral for the benefit of the holders of Second Lien Obligations, each of the Non-Controlling Secured Parties (as defined below) shall subordinate its Liens with respect to such Collateral on the same terms as the Liens of the Controlling Secured Parties (as defined below) (other than any Liens of any holders of Second Lien Obligations constituting DIP Financing Liens) are subordinated thereto and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any Collateral, each Non-Controlling Secured Party will confirm the priorities with respect to such Collateral, in each case so long as (A) the Net Value holders of Second Lien Obligations retain the benefit of their Liens on the Exchange Closing (or such later date as the asset was added Collateral pledged to the Security Pool) of the Collateral which is to be releasedDIP Financing lenders, (B) the Net Proceeds received by the company from the sale holders of such CollateralSecond Lien Obligations are granted Liens on any additional collateral pledged to any other holders of Second Lien Obligations as adequate protection or otherwise, or (C) the Net Proceeds remaining after the satisfaction if any amount of all prior and senior Liens such DIP Financing or cash collateral is applied to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% repay any of the principal Second Lien Obligations, such amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens applied in accordance with the terms of the Original Pledge Second Lien Intercreditor Agreement and (D) if any holders of Second Lien Obligations are granted adequate protection, in connection with such DIP Financing or cash collateral, the Original Indenture and if all remaining proceeds, if any, proceeds of such adequate protection are used or delivered as required by this Section 10applied in accordance with the terms of the Second Lien Intercreditor Agreement.

Release of Collateral. Provided If after the Effective Date (a) the Borrower has senior unsecured long-term debt outstanding (or if no such senior unsecured long-term debt is outstanding that is rated by S&P or Mxxxx’x, the Borrower has a corporate debt rating) that (i) is rated by S&P and all such debt is rated at or above BB+ by S&P and such rating shall be the only rating of the Borrower with respect to such debt; (ii) is rated by Mxxxx’x and all such debt is rated at or above Ba1 by Mxxxx’x and such rating shall be the only rating of the Borrower with respect to such debt; or (iii) is rated by S&P and Mxxxx’x and all such debt is rated at or above BB+ by S&P and Ba1 by Mxxxx’x (a “Ratings Increase”), and (b) so long as no Default or Event of Default has shall have occurred and is continuingthen be continuing at such time, then the Trustee, upon receipt of at least five Business Days written notice Collateral shall be released from the Company delivered in connection with a proposed sale of Liens created by the Security Documents and all or any portion of the Collateral, shall take all action necessary obligations (other than those expressly stated to release survive such portion termination) of the Collateral as is proposed to be sold from Agent, the Lien created under this Agreement Borrower and deliver such Collateral each Guarantor thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal Collateral shall revert to the lesser of Borrower and its respective Subsidiaries; provided however, that (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) Holders shall also grant a similar release of the Collateral which is to be releasedCollateral, (B) the Net Proceeds received Borrower and its Subsidiaries shall grant the Administrative Agent and the Banks a negative pledge on the assets of the Borrower and its Subsidiaries, except for Liens permitted by Section 6.02, and shall not grant a negative pledge to any other creditor other than the company from the sale of such Collateral, or Holders and (C) the Net Proceeds remaining after obligations of the satisfaction Borrower arising under this Agreement and the Credit Documents rank pari passu and equal in right of payment with all prior of the other Debt of the Borrower, which is not by its terms secured by any assets of the Borrower and senior Liens its Subsidiaries, and which is not subordinate in right of payment to which any other Debt of the Borrower or its Subsidiaries. At the request and expense of the Borrower following any such asset is subject (such lesser amounttermination and release, the "Released Amount")Collateral Agent shall deliver to the Borrower or such respective Subsidiary any Collateral held by the Collateral Agent under the Security Documents, which amount and shall execute and deliver to the Borrower or such Subsidiary such documents as such Person shall reasonably request to evidence such termination and release. Notwithstanding the foregoing, if subsequent to such Rating Increase, the Borrower has senior unsecured long-term debt outstanding that (i) is rated by Standard & Poor’s and all such debt is rated below BB+ by S&P and such rating shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% only rating of the principal amount thereof, plus accrued interest thereon to the Redemption Date, Borrower; (ii) is rated by Mxxxx’x and all such debt is rated below Ba1 by Mxxxx’x and such rating shall be the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum only rating of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, Borrower; or (iii) evidence reasonably satisfactory is rated by S&P and Mxxxx’x and all such debt is rated below BB+ by Standard & Poor’s and Ba1 by Mxxxx’x, then, at the expense of the Borrower, the Borrower shall promptly, or such cause each of its Subsidiaries to promptly, execute and deliver to the Trustee that Securities are substantially simultaneously being repurchased Collateral Agent such security agreements, amendments to this Agreement, other documents and legal opinions, as the Collateral Agent and the Lenders may reasonably request or deem necessary in connection with the foregoing grant of a security interest, in order to cause the Collateral to be subject to the Liens created by the Security Documents as of the Effective Date, and the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to shall execute and deliver such security agreements, amendments to this Agreement, other documents or instruments and legal opinions, as the Company Agent and the Lenders may reasonably request in connection with the release foregoing grant of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) abovea security interest, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by provisions of this Section 109.18 shall not apply to any future Ratings Increase.

Release of Collateral. Provided Each Lender hereby irrevocably --------------------- authorizes the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by or for the benefit of the Administrative Agent with respect to any Restricted Subsidiary or Collateral (i) upon termination of the Lenders' obligations to make Term Loans and payment and satisfaction of all Term Loans and all other Obligations and which the Administrative Agent has been notified in writing are then due and payable; (ii constituting Collateral being sold or disposed of if the Borrower certifies to the Administrative Agent pursuant to an Officers' Certificate that no Event the sale or disposition is being made in compliance with the terms of Default has occurred this Agreement and is continuingthe other Loan Documents (and, absent any actual knowledge of the Administrative Agent to the contrary, the TrusteeAdministrative Agent may rely conclusively on any such certificate, without further inquiry); (ii constituting property in which the Borrower or any other Obligor owned no interest at the time the Lien was granted and at all times thereafter; or (iv if approved, authorized or ratified in writing by the Administrative Agent at the direction of the Lenders required pursuant to Section 10.1. Upon request by the Administrative Agent at any time, ------------ each Lender will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 9.12. ------------ Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement or any other Security Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon receipt of at least five Business Days Days' prior written notice from request by the Company delivered Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Administrative Agent shall not be required to -------- execute any such document on terms which, in connection with a proposed sale the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of all such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any portion Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall take be authorized to deduct all action necessary to release such portion of the Collateral as is proposed to be sold expenses reasonably incurred by the Administrative Agent from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale proceeds of any Collateral released pursuant to this Section (less a portion of such considerationsale, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), transfer or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10foreclosure.

Release of Collateral. Provided that no Event (a) Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in accordance with the provisions of Default has occurred and is continuingthe Security Documents, the TrusteeEqual Priority Intercreditor Agreement and this Indenture. Notwithstanding anything to the contrary in the Security Documents, upon receipt of at least five Business Days written notice the Equal Priority Intercreditor Agreement and this Indenture, the applicable property and assets shall be automatically released from the Company delivered in connection with a proposed sale Liens securing the Notes and Note Guarantees without the need for any further action by any Person under any one or more of all the following circumstances: (1) to enable the Issuer or any portion Note Guarantor to consummate any sale, transfer or other disposition of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to any Person other than the Company free and clear of such Lien at the time and place specified by the Company in such noticeIssuer or a Note Guarantor, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of extent such sale, transfer or other disposition is not prohibited under Section 4.12; (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities2) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) abovea Note Guarantor that is released from its Note Guarantee, it shall be a condition with respect to the property and other assets of such Note Guarantor, upon the release of such Note Guarantor from its Note Guarantee; (3) with respect to Collateral from that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the designation by Holdings of such Lien issuer of Capital Stock is an Unrestricted Subsidiary under this Indenture; (4) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset; (5) in accordance with Section 4.10(b); (6) to the extent the Liens on the Collateral securing the Senior Credit Facilities Obligations are released by the Senior Credit Facilities Collateral Agent (other than any release by, or as a result of, payment of the Senior Credit Facilities Obligations), upon the release of such Liens; provided that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of Liens on the Collateral from securing the Lien under this Agreement Existing Secured Notes are also released contemporaneously with or prior to such time; (7) in connection with the sale of such asset any enforcement action taken by the Company if the proceeds thereof are used to satisfy prior and senior Liens Controlling Collateral Agent in accordance with the terms of the Original Pledge Agreement Equal Priority Intercreditor Agreement; or (8) as described under Article 9. (b) The Liens on the Collateral securing the Notes and the Original Indenture related Note Guarantees also shall automatically and if without the need for any further action by any Person be terminated and released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all remaining proceedsother Obligations in respect of the Notes under this Indenture, if any, the related Note Guarantees and the Security Documents that are used due and payable at or delivered as required by this Section 10.prior to the

Release of Collateral. Provided If after the Effective Date (a) the Borrower has senior unsecured long-term debt outstanding (or if no such senior unsecured long-term debt is outstanding that is rated by S&P and Moody's, the Borrower has a corporate debt rating) that is rated at ox xxxxx BBB- by S&P and Baa3 by Moody's (a "Ratings Increase"), and (b) so long as no Event of Default has or Evenx xx Xxfault shall have occurred and is continuingthen be continuing at such time, then the Trustee, upon receipt of at least five Business Days written notice Collateral shall be released from the Company delivered in connection with a proposed sale of Liens created by the Security Documents and all or any portion of the Collateral, shall take all action necessary obligations (other than those expressly stated to release survive such portion termination) of the Collateral as is proposed to be sold from Agent, the Lien created under this Agreement Borrower and deliver such Collateral each Guarantor thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal Collateral shall revert to the lesser of Borrower and its respective Subsidiaries; provided however, that (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) Holders shall also grant a similar release of the Collateral which is to be releasedCollateral, (B) the Net Proceeds received Borrower and its Subsidiaries shall grant the Administrative Agent and the Banks a negative pledge on the assets of the Borrower and its Subsidiaries, except for Liens permitted by Section 6.02, and shall not grant a negative pledge to any other creditor other than the company from the sale of such Collateral, or Holders and (C) the Net Proceeds remaining after obligations of the satisfaction Borrower arising under this Agreement and the Credit Documents rank pari passu and equal in right of payment with all prior of the other Debt of the Borrower, which is not by its terms secured by any assets of the Borrower and senior Liens its Subsidiaries, and which is not subordinate in right of payment to which any other Debt of the Borrower or its Subsidiaries. At the request and expense of the Borrower following any such asset is subject (such lesser amounttermination and release, the "Released Amount"), which amount Collateral Agent shall be applied deliver to the Borrower or such respective Subsidiary any Collateral held by the Trustee or Paying Collateral Agent under the Security Documents, and shall execute and deliver to the simultaneous redemption of Securities at 100% of Borrower or such Subsidiary such documents as such Person shall reasonably request to evidence such termination and release. Notwithstanding the principal amount thereofforegoing, plus accrued interest thereon if subsequent to such Rating Increase, the Redemption Date, Borrower has senior unsecured long-term debt outstanding that is either (i) not rated by both S&P and Moody's or (ii) is rated by S&P and Moody's and all such debt is ratex xxxxx BBB- by Standard & Poor's or xxxxx Baa3 by Moody's, then, at the consideration received from expense of the sale Borrower, the Borrower shall proxxxxx, or such cause each of any its Subsidiaries to promptly, execute and deliver to the Collateral released pursuant Agent such security agreements, amendments to this Section (less Agreement, other documents and legal opinions, as the Collateral Agent and the Banks may reasonably request or deem necessary in connection with the foregoing grant of a portion of such considerationsecurity interest, in order to cause the Fair Value of which is equal Collateral to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted Liens created by the Security Documents as of the Effective Date, and created under the Company shall execute and deliver such security agreements, amendments to this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate considerationother documents and legal opinions, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company Agent and the Banks may reasonably request in connection with the release foregoing grant of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) abovea security interest, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by provisions of this Section 109.18 shall not apply to any future Ratings Increase.

Release of Collateral. Provided that no Event (a) Collateral may be released from the Liens and security interests created by the Security Documents at any time and from time to time in accordance with the provisions of Default has occurred the Security Documents, any Intercreditor Agreements and is continuingthis Indenture. Notwithstanding anything to the contrary in the Security Documents, any Intercreditor Agreements and this Indenture, the Trustee, upon receipt Issuer and the Guarantors will be entitled to the release of at least five Business Days written notice property and other assets constituting Collateral from the Company delivered in connection with a proposed sale Liens securing the Notes and the Note Guarantees under any one or more of all the following circumstances: (i) to enable the Issuer or any portion Guarantor to consummate the sale, transfer or other disposition (including by the termination of Financing Leases or the repossession of the Collateral, shall take all action necessary to release such portion leased property in a Financing Lease by the lessor and by means of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver a Restricted Payment) of such Collateral to any Person other than the Company free and clear of such Lien at the time and place specified by the Company in such noticeIssuer or a Guarantor, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (extent such sale, transfer or such later date as the asset was added to the Security Pool) of the Collateral which other disposition is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, not prohibited under Section 4.10; (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) abovea Guarantor that is released from its Note Guarantee, it shall be a condition with respect to the Capital Stock, and property and other assets, of such Guarantor, upon the release of such Guarantor from its Note Guarantee; (iii) with respect to Collateral from such Lien that is Capital Stock, upon (i) the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part dissolution or liquidation of the Collateral from issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the Lien designation by the Issuer of such issuer of Capital Stock as an Unrestricted Subsidiary under this Agreement Indenture; (iv) with respect to any Collateral that becomes an Excluded Asset, upon it becoming an Excluded Asset; (v) in accordance with Section 4.12(b); (vi) [Reserved]; (vii) in connection with the sale of such asset any enforcement action taken by the Company if the proceeds thereof are used to satisfy prior and senior Liens Controlling Collateral Agent in accordance with the terms of the Original Pledge Agreement Equal Priority Intercreditor Agreement; or (viii) as described under Article 9. (b) The Liens on the Collateral securing the Notes and the Original Indenture Note Guarantees also shall automatically and if without the need for any further action by any Person be terminated and released: (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all remaining proceeds, if any, are used or delivered as required by this Section 10.other Obligations in respect of the Notes under this

Release of Collateral. Provided Lender hereby agrees that upon 10 days written request by Borrower Representative, Lender will release its lien and security interest on the proceeds and products of, and Receivables and royalties arising from, general intangibles consisting of patents, trademarks, patent and trademark applications, copyrights, trade names and other intellectual property so long as (a) such written request is received by Lender after the first anniversary of the Closing Date, (b) no Event of Default has occurred since the Closing Date as a result of Loan Parties’ failure to comply with Sections 10.1 or 10.2 (for the avoidance of doubt, any failure to comply with Section 10.2 that was cured pursuant to Section 10.3 shall be deemed an Event of Default for purposes of this Section 3.3(b)), (c) no other Event of Default is continuing and is continuingto Borrowers’ knowledge, no event has occurred that in the future could reasonably be expected to result in an Event of Default, (d) on the date of such requested release and after giving effect to such release, the Trustee, upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent sum of (i) an the aggregate amount at least equal of cash on hand in operating deposit accounts of the Loan Parties that are being monitored by the Lender on-line and in real-time and subject to a Control Agreement, plus (ii) the lesser of positive difference, if any, between (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, Adjusted Borrowing Limit and (B) the Net Proceeds received by sum of the company then Outstanding Balance of the Revolving Loan is greater than $4,000,000, (e) the investigation and review pursuant to the May 14, 2012 subpoena from the sale Office of Inspector General of the US Department of Health and Human Services has (i) been terminated and evidence of such Collateraltermination has been delivered to Lender, such evidence to be satisfactory to Lender in its Permitted Discretion, or (Cii) or settled with no liability or monetary obligations imposed on the Net Proceeds remaining after the satisfaction Loan Parties in excess of all prior and senior Liens $1,000,000 unless with respect to which such asset is subject this clause (such lesser amount, the "Released Amount"ii), which amount shall be applied Loan Parties have cash on hand in operating deposit accounts that are being monitored by the Trustee or Paying Agent Lender on-line and in real-time and subject to the simultaneous redemption of Securities at 100% a Control Agreement in an amount in excess of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described liability incurred or imposed in clauses (A), (Bconnection with such investigation and the Loan Parties satisfy such liability with such cash without causing a Default or Event of Default under Section 8.1 hereof) and (Cf) the Cash Burn of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account Loan Parties and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments their Subsidiaries on a consolidated basis as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part end of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceedsmost recent month ended, if anycalculated on a trailing 3 months basis, are used or delivered as required by this Section 10shall not be less than $0.

Release of Collateral. Provided Lender shall, upon thirty (30) days advance written notice, release the Liens granted hereunder with respect to a Collateral Pool Property or Properties which constitute(s) less than all Collateral Pool Properties, provided that (i) prior to such release Borrower shall pay Lender Ten Thousand Dollars and NO/100 ($10,000.00) per property, and Borrower shall pay Lender and Servicer all actual, reasonable out-of-pocket costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, reasonable attorneys' fees, (ii) at the time of the request for such release, no Event of Default has occurred or Potential Default shall exist, and is continuing(iii) after giving effect to such release, the Trusteeno Event of Default or Potential Default shall exist, upon receipt of at least five Business Days written notice from the Company delivered and Borrower shall be in connection compliance with a proposed sale of all or any portion of the Collateralprovisions hereof, shall take all action necessary to provided, however, that if such release such portion of the Collateral as is proposed would otherwise cause Borrower to be sold from in non-compliance with the Lien created under this Agreement Sublimits set forth in Section 2.6.1, Borrower shall have the opportunity to cure the same prior to or simultaneously with such release by either (a) pledging collateral in form, substance, value and deliver such Collateral in a manner all acceptable to the Company free Lender, in its sole discretion (including, without limitation, Qualifying Rate Cap Agreements and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such CollateralQualifying Rate Swap Agreements), or (Cb) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% prepaying so much of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which Loan as is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection compliance with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens Sublimits, each in accordance with the terms provisions of Section 4.3. Notwithstanding such thirty (30) day time period to obtain a release, Lender shall upon five (5) Business Days notice provide a "payoff letter" stating the amount necessary to obtain a release so as to effectuate a sale or refinance of the Original Pledge Agreement and subject Collateral Pool Property. Upon the Original Indenture and if all remaining proceedsrelease of a Lien on a Collateral Pool Property, if anythe owner of such Collateral Pool Property owns no other Collateral Pool Properties, are used or delivered as required by such owner may be released from its obligations under the Loan Documents in Lender's sole discretion. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last property in the Collateral Pool prior to the Maturity Date, unless this Agreement shall have been terminated pursuant to Section 102.14 hereunder.

Release of Collateral. Provided that no Event Each of Default has occurred the Purchasers hereby consents to the release and is continuinghereby directs the Collateral Agent to release any collateral identified in the Transaction Documents in accordance with the specific terms and provisions of the Transaction Documents. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the TrusteeCollateral Agent is hereby irrevocably authorized by each Purchaser (and each such Purchaser hereby expressly consents), upon receipt of at least five Business Days written notice from the Company delivered in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of and the Collateral as is proposed Agent hereby agrees with Dermavant, to be sold take any action reasonably requested by Dermavant to effect the release of any collateral from the Lien created by the Security Agreements (a) upon the occurrence of the Termination Date for all Purchasers (provided that all amounts due and payable under this Agreement through the Termination Date have been paid in full) or (b) if such collateral is sold, transferred or otherwise disposed of to a Person other than a Controlling Affiliate in a transaction expressly permitted by this Agreement. In addition, the Collateral Agent is hereby irrevocably authorized by each Purchaser (and each such Purchaser hereby expressly consents), and the Collateral Agent hereby agrees with Dermavant, to, at Dermavant’s request, enter into such documents as Dermavant may reasonably request to enter a non-disturbance agreement (or similar agreement) in connection with the entry by Dermavant into any License Agreement that is not otherwise prohibited under the Transaction Documents, which documents shall be acceptable to each of Dermavant, the Collateral Agent and the Purchasers. The Purchasers hereby direct the Collateral Agent, and the Collateral Agent hereby agrees, upon receipt by the Purchasers and the Collateral Agent of reasonable advance written notice (but in no event less than ten Business Days advance written notice) from Dermavant accompanied by an officer’s certificate stating such release complies with the Transaction Documents, to, unless any Purchaser has provided a written objection to such release to the Collateral Agent and Dermavant within ten Business Days of receipt of such written notice, execute and deliver such Collateral documents and to perform other actions reasonably requested by Dermavant and, at Dermavant’s expense, to release the Company free Liens when and clear of such Lien at the time and place specified as directed in this Section 9.10. Upon request by the Company Collateral Agent at any time, the Purchasers will confirm in such notice, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of writing the Collateral which is Agent’s authority to be released, (B) the Net Proceeds received by the company from the sale of such Collateralrelease, or (C) the Net Proceeds remaining after the satisfaction subordinate its interest in, particular types or items of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released collateral pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal 9.10 solely to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral from the Lien under this Agreement in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with the terms of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as extent required by this Section 10Agreement.

Release of Collateral. Provided that If, as of the first Business Day of any Fiscal Quarter, (i) the actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by at least two of the Rating Agencies with respect to senior, unsecured, non-credit enhanced long term debt of Company is BBB- or Baa3, as applicable, or higher as of such date and the actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by the same two Rating Agencies with respect to senior, unsecured, non-credit enhanced long term debt of Company has continuously been BBB- or Baa3, as applicable, or higher during the two consecutive Fiscal Quarters immediately preceding such date, (ii) Company is not and shall not have been on credit watch with negative implications by either of the same two Rating Agencies, and (iii) no Event of Default or Potential Event of Default has occurred and is continuing, continuing (the Trustee, upon receipt of at least five Business Days written notice from the Company delivered conditions set forth in connection with a proposed sale of all or any portion of the Collateral, shall take all action necessary to release such portion of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of clauses (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) and (iii) above being referred to herein as the consideration received from "COLLATERAL RELEASE CONDITIONS"), then Company may on such date request that Agent execute and deliver to Company reconveyance documents and releases (including without limitation UCC termination statements) releasing all Liens on the sale Collateral that were granted in favor of any Collateral released Agent on behalf of the Lenders and the Interest Rate Exchangers pursuant to this Section the Collateral Documents (less a portion of other than the Collateral Account Agreement). Company shall make such consideration, request in writing and shall concurrently deliver to Agent evidence in form and substance satisfactory to Agent showing that the Fair Value of which is equal to the sum of the items described Collateral Release Condition set forth in clauses (A), (Bi) and (Cii) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in above has been satisfied and an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee Officers' Certificate certifying that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate consideration, at least equal to the Release Amount. The Trustee agrees to deliver such documents or instruments as the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part each of the Collateral from the Lien under this Agreement in connection with the sale Release Conditions has been satisfied as of such asset date and that no Event of Default or Potential Event of Default has occurred and is continuing or will be caused by such release of Collateral. The date on which each Collateral Release Condition has been satisfied and on which each such delivery has been made is referred to herein as the "COLLATERAL RELEASE DATE". Upon receiving such request, Agent shall, at Company's expense, promptly execute and deliver to Company such reconveyance documents and releases, in recordable form, and deliver to Company upon Company's request and at its expense, against receipt and without recourse to Agent, such of stock certificates (together with stock powers that were delivered to Agent by the Company if Loan Parties) and promissory notes pledged by the proceeds thereof are used Loan Parties pursuant to satisfy prior and senior Liens in accordance with the Pledge Agreements as shall not have been sold or applied pursuant to the terms of the Original Pledge Agreement Agreements; provided that, at the time of Agent's execution and the Original Indenture delivery of such reconveyance documents and if all remaining proceedsreleases and delivery of such stock powers and promissory notes, if any, are used no Event of Default or delivered as required Potential Event of Default shall have occurred and be continuing or shall be caused by this Section 10such release of Collateral.

Release of Collateral. Provided The following provisions shall govern the release of collateral granted by the Borrower to the Agent pursuant to the Loan Documents. (a) Upon termination of all Revolving Loan Commitments, Supplemental Revolving Loan Commitments, the Swing Line Commitment, the L/C Agreement, the L/C Participation Agreements and the Fxxxxxxx Letters of Credit, and the payment in full of all outstanding Revolving Loan Obligations, Supplemental Revolving Loan Obligations, Swing Line Obligations, L/C Obligations and Fxxxxxxx L/C Obligations such that no such Commitments, Loan Documents or Obligations remain outstanding, the Borrower shall be entitled to the release of the Collateral and Mortgaged Property set forth on Schedule 9.13(a) hereto from the Lien of the Loan Documents upon the request of the Borrower subject to the following terms and conditions: (i) the Agent shall have received a certificate from the Borrower's chief executive or chief financial officer certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing as of the date on which the Agent proposes to release such Collateral and Mortgaged Property; and (ii) at the Borrower's cost and expense, the Agent shall have received from one or more independent third parties appraisals and/or valuations acceptable to, and in form, substance and using methodologies satisfactory to, the Required Lenders, demonstrating that, after giving effect to such release, the ratio of (A) the aggregate value of the remaining Collateral and Mortgaged Property, as such value is determined by such independent third parties and acceptable to the Required Lenders, to (B) the Obligations which remain outstanding under the Loan Documents is not less than 2.50 to 1.00. The determination by the Required Lenders pursuant to the preceding sentence shall be made by those Term Lenders, Additional Lenders, D Tranche Lenders and E Tranche Lenders constituting the Required Lenders at such time. (b) Upon receipt by the Borrower and the Agent of an officer's certificate and such other information delivered pursuant to Section 5.1.1(c), beginning with any such officer's certificate and information delivered after December 31, 1994, the Borrower shall be entitled to the release of all of the Collateral and Mortgaged Property from the Lien of the Loan Documents subject to the following terms and conditions: (i) the Agent shall have received a certificate from the Borrower's chief executive or chief financial officer certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing as of the date on which the Agent proposes to release the Collateral and Mortgaged Property; and (ii) the officer's certificate delivered pursuant to Section 5.1.1(c) satisfies the terms and conditions set forth on Schedule 1.1(b) hereto. (c) The Borrower shall be entitled to the release of all or any portion of the Collateral and/or Mortgaged Property upon the request of the Borrower subject to the following terms and conditions: (i) the Agent shall have received a certificate from the Borrower's chief executive or chief financial officer certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing as of the date on which the Agent proposes to release such Collateral and Mortgaged Property; (ii) prior to the release date of such Collateral and/or Mortgaged Property the Borrower shall have furnished to the Agent for the benefit of the Lenders substitute collateral ("Substitute Collateral") which (A) is acceptable to the Required Lenders and (B) has a value as determined by the Required Lenders at least equal to the aggregate value of the Collateral and/or Mortgaged Property to be released; and (iii) such Substitute Collateral shall be provided pursuant to documentation and legal opinions in form and substance satisfactory to the Agent. Any such Substitute Collateral shall be deemed to have been granted in consideration of the release of such Collateral and/or Mortgaged Property. (d) The Borrower shall be entitled to the release of any portion of the Collateral and/or Mortgaged Property which is the subject of any sale, transfer or other disposition permitted by Section 5.2.12 upon the request of the Borrower subject to the following terms and conditions: (i) at least ten (10) Business Days prior to the release date of such Collateral and/or Mortgaged Property the Borrower shall have furnished to the Agent in writing a description of such Collateral and/or Mortgaged Property and the proposed terms of the sale, transfer or other disposition thereof; (ii) the Agent shall have received a certificate from the Borrower's chief executive or chief financial officer certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing; and (iii) prior to or contemporaneously with such release, the TrusteeAgent shall have received any Material Sale Proceeds derived from such disposition in immediately available funds pursuant to the terms of Section 3.4(c) to be applied as a prepayment of the Obligations in accordance with Section 3.6(c), upon receipt unless any such Material Sale Proceeds constitute Waived Proceeds pursuant to the terms of at least five Business Days written notice from the Company delivered in connection Section 3.6(f), together with a proposed sale written accounting of all proceeds from such sale, transfer or other disposition and the determination of Material Sale Proceeds resulting therefrom, in form and substance reasonably satisfactory to the Agent; provided, however, that inventory pledged to the Agent pursuant to the Loan Documents may be sold or disposed of in the ordinary course of business free and clear of the Liens created thereby; and provided further, that immaterial portions of Collateral or Mortgaged Property may for purposes of administrative practicality or legal requirements be released by the Agent pursuant to the provisions, if any, of the respective Security Agreements or Mortgages. (e) Upon the satisfaction of the applicable conditions set forth in Section 9.13(a), (b) or (c), the Agent shall within thirty (30) days deliver to the Borrower all released Collateral and related documents then in the custody or possession of the Agent and shall prepare and execute release documents relating to the Collateral and Mortgaged Property to be released and shall execute and deliver to the Borrower such other documents and instruments as the Borrower may reasonably request, all without recourse upon, or warranty whatsoever by, the Agent, and at the cost and expense of the Borrower. (f) The Borrower shall be entitled to the release of any portion of the CollateralMortgaged Property consisting of box converting facilities which are used to collateralize Indebtedness for Money Borrowed incurred in accordance with Section 5.2.2(x), shall take all action necessary to release such portion upon the request of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral Borrower subject to the Company free following terms and clear of such Lien at the time and place specified by the Company in such notice, against receipt by the Trustee or the Paying Agent of conditions: (i) an amount at least equal to the lesser of thirty (A30) the Net Value on the Exchange Closing days (or such later date lesser number of days as to which the asset was added Agent may agree) prior to the Security Pool) of the Collateral which is to be released, (B) the Net Proceeds received by the company from the sale release date of such Collateral, Mortgaged Property the Agent shall have received appraisals or (C) other documentation of such Mortgaged Property which satisfy the Net Proceeds remaining after the satisfaction terms and conditions of all prior and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"Section 5.2.2(x), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, ; (ii) the consideration Agent shall have received a certificate from the sale Borrower's chief executive or chief financial officer certifying that no Event of any Collateral released pursuant to this Section (less a portion Default or Unmatured Event of such consideration, the Fair Value of which Default has occurred and is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or continuing; (iii) evidence at least ten (10) Business Days (or such lesser number of days as to which the Agent may agree) prior to the release date of such Mortgaged Property the Borrower shall have furnished to the Agent in writing a description of such Mortgaged Property, together with copies of all documentation relating to such Indebtedness for Money Borrowed; and (iv) the Agent shall have received such intercreditor agreements as specified in Section 5.2.2(x). (g) If requested by the Borrower in connection with the incurrence by the Borrower or any Subsidiary of any Financing Lease Obligations as permitted under Section 5.2.2(i), any Indebtedness for Money Borrowed in respect of the purchase price of property as permitted under Section 5.2.2(k) or any lease payments as permitted under Section 5.2.15, the Agent is authorized to execute and deliver any agreement or other instrument in favor of, or with, any lender extending any such Indebtedness for Money Borrowed or lessor under any such lease (a "Third Party Lender") which expressly waives, relinquishes and/or subordinates any Lien of the Agent for the benefit of the Lenders under any Loan Documents in or upon the asset(s) being acquired or leased by the Borrower or such Subsidiary from such Third Party Lender until such time as such Indebtedness for Money Borrowed or lease is paid in full, with such agreement or instrument in form and substance reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by Agent, and the Company in Lenders hereby authorize the open market Agent to execute and deliver any such agreement or in private transactions for an aggregate consideration, at least equal instrument. (h) In addition to the Release Amount. The Trustee agrees to deliver such documents or instruments as foregoing, the Company may reasonably request in connection with the release of any Lien or delivery of any Collateral as contemplated by this Section. In the case of clause (i) above, it Borrower shall be a condition entitled to have the assets described in subpart (y) of the release second sentence of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such release. The Trustee shall take all steps reasonably required to release any part of the Collateral Section 5.2.12 released from the Lien under this Agreement of the Loan Documents contemporaneously with their transfer to Stone Snowflake pursuant to, and in connection with the sale of such asset by the Company if the proceeds thereof are used to satisfy prior and senior Liens in accordance with compliance with, the terms of such Section. The Lenders hereby authorize the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Agent to release such Collateral at such time. Section 10.9.14

Release of Collateral. Provided that no Event Without limiting any of Default has occurred the rights (including any of the foreclosure rights) of the Agent and is continuingthe Lenders under any of the Senior Documents or under the provisions of any applicable law, if, at the Trustee, upon receipt request of at least five Business Days written notice from the Company delivered any Obligor or any Subsidiary of any Obligor in connection with a proposed sale by any Obligor or any Subsidiary of any Obligor or its equity holders of any of the properties and assets or ownership interests of such Obligor or Subsidiary, the Agent, on behalf of the Lender Group, releases or discharges any Lien on any Collateral that is subject to a Lien in favor of a Subordinated Creditor, such Collateral shall thereupon be deemed to have been released, automatically and immediately (simultaneously therewith and with such sale of Collateral) from all or Liens in favor of any portion Subordinated Creditor, and each of the affected Subordinated Creditors shall be deemed to have absolutely, irrevocably and unconditionally consented to such sale; provided, however, that the proceeds of any such sale shall be applied, first, in accordance with the Financing Agreement until the Senior Obligations shall have been Paid in Full, with the balance, if any, to be applied to the holder of any Lien on such item of Collateral, shall take all action necessary to release such portion . Each of the Collateral as is proposed to be sold from the Lien created under this Agreement and deliver such Collateral to the Company free and clear of such Lien at the time and place specified Subordinated Creditors further agrees that, not more than two Business Days following written request by the Company in such noticeAgent therefor, against receipt by the Trustee or the Paying Agent of (i) an amount at least equal to the lesser of (A) the Net Value on the Exchange Closing (or such later date as the asset was added to the Security Pool) of the Collateral which is to be releasedit will execute, (B) the Net Proceeds received by the company from the sale of such Collateral, or (C) the Net Proceeds remaining after the satisfaction of all prior deliver and senior Liens to which such asset is subject (such lesser amount, the "Released Amount"), which amount shall be applied by the Trustee or Paying Agent to the simultaneous redemption of Securities at 100% of the principal amount thereof, plus accrued interest thereon to the Redemption Date, (ii) the consideration received from the sale of any Collateral released pursuant to this Section (less a portion of such consideration, the Fair Value of which is equal to the sum of the items described in clauses (A), (B) and (C) of the definition of Net Proceeds set forth in the indenture), or cash or cash equivalents (including Investment Grade Securities) in an amount at least equal to the Release Amount, which shall be deposited by the Trustee into the Cash Collateral Account and be Collateral subject to the Lien granted and created under this Agreement, or (iii) evidence reasonably satisfactory to the Trustee that Securities are substantially simultaneously being repurchased by the Company in the open market or in private transactions for an aggregate considerationfile, at least equal to the Release Amount. The Trustee agrees to deliver its expense, any and all such documents or termination statements, lien releases, mortgage discharges and other agreements and instruments as the Company may Agent or the Required Lenders reasonably request deem(s) necessary or appropriate in connection with order to give effect to the release of any Lien preceding sentence and hereby irrevocably authorizes the Agent or delivery of any Collateral the Required Lenders, as contemplated by this Section. In applicable, to file and record the case of clause (i) above, it shall be same upon a condition of the sale and release of such Collateral from such Lien that the Company shall have taken all action necessary to cause the Redemption Date to occur simultaneously with such releaseunder this Section 14. The Trustee shall take all steps reasonably required to release any part Each of the Collateral from Subordinated Creditors hereby irrevocably appoints the Lien under this Agreement Agent as such Person’s attorney-in-fact and proxy, with full authority in connection with the sale place and stead of such asset by Subordinated Creditor and in the Company if name of such Subordinated Creditor or otherwise, from time to time in the proceeds thereof are used Agent’s discretion, to satisfy prior take any action and senior Liens in accordance with to execute any instrument which the terms Agent may deem necessary or advisable to accomplish the purposes of the Original Pledge Agreement and the Original Indenture and if all remaining proceeds, if any, are used or delivered as required by this Section 10Agreement.