Common use of Registration, etc Clause in Contracts

Registration, etc. If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Administrative Agent may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Loan Documents including, without limitation, in Section 11 hereof shall survive any such termination) and the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all of the Commitments have been terminated, all Loans have been paid in full in immediately available funds, all Letters of Credit have expired or been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all other Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in immediately available funds.

Registration, etc. If 1.1 In the event that the Company, at any time within the ten (10) year period commencing on the Original Issue Date, proposes to file a registration statement (other than a registration statement on Form S-4, S-8 or similar forms) or maintains the effectiveness of a registration statement on a general form of registration under the Securities Act and relating to securities issued or to be issued by it, then it shall give written notice of such proposal to the record owner of this Warrant and any shares of Common Stock issued upon exercise thereof. If, within thirty (30) days after the giving of such notice, the record owner of this Warrant or shares of Common Stock issued upon its exercise shall request in writing that all or any of such Common Stock or Other Securities issued or issuable upon exercise of this Warrant be included in such proposed registration, the Company will, at its own expense, also register such securities as shall have been requested in writing; provided, however, that: (a) such owner shall deliver to the Company a statement in writing from the beneficial owners of such securities that they have a bona fide intent to sell, transfer or otherwise dispose of such securities; (b) the Company shall not be required to include any of such securities if, by reason of such inclusion, the Company shall be required to prepare and file a registration statement on a form promulgated by the Securities and Exchange Commission substantially different from that which the Company otherwise would use; (c) such owner shall cooperate with the Company in the preparation of such registration statement to the extent required to furnish information concerning such owners therein; and (d) if any underwriter or managing agent is purchasing or arranging for the sale of the securities then being offered by the Company under such registration statement, then such owner (i) shall agree to have the securities being so registered by such owner sold to or by such underwriter or managing agent on terms substantially equivalent to the terms upon which the Company is selling the securities so registered, or (ii) at the request of such underwriter or managing agent, shall delay the sale of such securities for the 30 day period commencing with the effective date of the registration statement; provided that any such request to delay inclusion of securities to be registered by such owner shall be allocated pari passu among all holders of Company securities who are asserting registration rights in connection with such registration statement. 1.2 In connection with the filing of a registration statement pursuant to subsection 1.1 of this section 1, the Company shall: (a) notify such owners as to the filing thereof and of all amendments thereto filed prior to the effective date of said registration statement; (b) notify such owners promptly after it shall have received notice thereof, of the time when the Administrative Agent registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed; (c) prepare and file without expense to such owners any necessary amendment or supplement to such registration statement or prospectus as may be necessary to comply with Section 10(a)(3) of the Securities Act or advisable in connection with the proposed distribution of the securities by such owners; (d) use its reasonable best efforts to qualify the shares of Common Stock or Other Securities being so registered for sale under the securities or blue sky laws of not more than eight states as such registered owners may designate in writing and to register or obtain the approval of any federal or state authority which may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the qualification of such securities; (e) notify such registered owners of any stop order suspending the effectiveness of the registration statement and use its reasonable best efforts to remove such stop order; (f) undertake to keep said registration statement and prospectus effective for a period of sixteen months after such shares of Common Stock first become free to be sold under such registration statement; (g) furnish to such registered owners as soon as available, copies of any such registration statement and each preliminary or final prospectus and any supplement or amendment required to be prepared pursuant to the foregoing provisions of this paragraph 1, all in such quantities as such owners may from time to time reasonably request; and (h) furnish to Access Capital, Inc. without cost one set of the Exhibits to such registration statement. 1.3 The record owners of the shares of Common Stock or Other Securities being so registered agree to pay all of the underwriting discounts and commissions, transfer taxes, registration fees and their own counsel fees with respect to the securities owned by them and being registered. The Company agrees that the costs and expenses which it is obligated to pay in connection with a registration statement to be filed pursuant to subsection 1.1 above include, but are not limited to, the fees and expenses of counsel for the Company, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Securities Act of any such registration statement, each prospectus and all amendments and supplements thereto, the costs incurred in connection with the qualification of such securities for sale in not more than eight states, including fees and disbursements of counsel for the Company, and the costs of supplying a reasonable number of copies of the registration statement, each preliminary prospectus, final prospectus and any supplements or amendments thereto to such registered owners. 1.4 The Company agrees to enter into an appropriate cross-indemnity agreement with any underwriter (as defined in the Securities Act) for such registered owners in connection with the filing of a registration statement pursuant to subsection 1.1 hereof. 1.5 In the event that the Company shall determine to exercise its right to sell file any registration statement including therein all or any part of shares of Common Stock or Other Securities issued or issuable upon exercise of the Pledged Securities pursuant Warrants, the Company and each holder of such securities shall enter into an appropriate cross-indemnity agreement whereby the Company shall indemnify and hold harmless the holder against any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement, or any omission or alleged omission to Section 7, and such Pledged Securities or the part thereof state therein a material fact required to be sold stated therein or necessary to make statements therein not misleading and each such holder shall notindemnify and hold harmless the Company, for any reason whatsoevereach of its directors, be effectively registered under each of its officers who have signed the registration statement and each person, if any, who controls the Company within the meaning of the Securities ActAct against any losses, as then claims, damages or liabilities (or actions in effect, the Administrative Agent may, in its sole and absolute discretion, sell such Pledged Securities respect thereof) arising out of or part thereof by private sale based upon any untrue statement or alleged untrue statement of any material fact contained in such manner and under such circumstances as the Administrative Agent may deem registration statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Actstatements therein not misleading, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the statement or omission was made in reliance upon and in conformity with written information furnished or required to be furnished by such holder or such controlling person expressly for use in such registration as aforesaidstatement.TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Loan Documents including, without limitation, in Section 11 hereof shall survive any such termination) and the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all of the Commitments have been terminated, all Loans have been paid in full in immediately available funds, all Letters of Credit have expired or been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all other Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in immediately available funds.

Registration, etc. (a) If the Collateral Agent shall determine to exercise its right to sell all or any of the Collateral that are Pledged Securities pursuant to Section 7, each Pledgor agrees that, upon request of the Collateral Agent, each Pledgor will, at its own expense do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law; provided that no Pledgor shall be required pursuant to this Section 17(a) to register such Collateral under the provisions of the Securities Act of 1933, as from time to time amended, or qualify such Collateral under the state securities or “Blue Sky” laws. (b) If at any time when the Administrative Collateral Agent shall (acting in accordance with Article Six of the Indenture) determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Administrative Collateral Agent (acting in accordance with Article Six of the Indenture) may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as the Administrative Collateral Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Administrative Collateral Agent, in its sole and absolute discretiondiscretion (acting in accordance with Article Six of the Indenture), (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Administrative Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Loan Documents including, without limitation, in Section 11 hereof shall survive any such termination) and the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all of the Commitments have been terminated, all Loans have been paid in full in immediately available funds, all Letters of Credit have expired or been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all other Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in immediately available funds.

Registration, etc. If 1.1 In the event that the Company, at any time within the ten (10) year period commencing on the Original Issue Date, proposes to file a registration statement (other than a registration statement on Form S-4, S-8 or similar forms) or maintains the effectiveness of a registration statement on a general form of registration under the Securities Act and relating to securities issued or to be issued by it, then it shall give written notice of such proposal to the record owner of this Warrant and any shares of Common Stock issued upon exercise thereof. If, within thirty (30) days after the giving of such notice, the record owner of this Warrant or shares of Common Stock issued upon its exercise shall request in writing that all or any of such Common Stock or Other Securities issued or issuable upon exercise of this Warrant be included in such proposed registration, the Company will, at its own expense, also register such securities as shall have been requested in writing; provided, however, that: (a) such owner shall deliver to the Company a statement in writing from the beneficial owners of such securities that they have a bona fide intent to sell, transfer or otherwise dispose of such securities; (b) the Company shall not be required to include any of such securities if, by reason of such inclusion, the Company shall be required to prepare and file a registration statement on a form promulgated by the Securities and Exchange Commission substantially different from that which the Company otherwise would use; (c) such owner shall cooperate with the Company in the preparation of such registration statement to the extent required to furnish information concerning such owners therein; and (d) if any underwriter or managing agent is purchasing or arranging for the sale of the securities then being offered by the Company under such registration statement, then such owner (i) shall agree to have the securities being so registered by such owner sold to or by such underwriter or managing agent on terms substantially equivalent to the terms upon which the Company is selling the securities so registered, or (ii) at the request of such underwriter or managing agent, shall delay the sale of such securities for the 30 day period commencing with the effective date of the registration statement; provided that any such request to delay inclusion of securities to be registered by such owner shall be allocated pari passu among all holders of Company securities who are asserting registration rights in connection with such registration statement. 1.2 In connection with the filing of a registration statement pursuant to subsection 1.1 of this section 1, the Company shall: (a) notify such owners as to the filing thereof and of all amendments thereto filed prior to the effective date of said registration statement; (b) notify such owners promptly after it shall have received notice thereof, of the time when the Administrative Agent registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed; (c) prepare and file without expense to such owners any necessary amendment or supplement to such registration statement or prospectus as may be necessary to comply with Section 10(a)(3) of the Securities Act or advisable in connection with the proposed distribution of the securities by such owners; (d) use its reasonable best efforts to qualify the shares of Common Stock or Other Securities being so registered for sale under the securities or blue sky laws of not more than eight states as such registered owners may designate in writing and to register or obtain the approval of any federal or state authority which may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the qualification of such securities; (e) notify such registered owners of any stop order suspending the effectiveness of the registration statement and use its reasonable best efforts to remove such stop order; (f) undertake to keep said registration statement and prospectus effective for a period of sixteen months after such shares of Common Stock first become free to be sold under such registration statement; (g) furnish to such registered owners as soon as available, copies of any such registration statement and each preliminary or final prospectus and any supplement or amendment required to be prepared pursuant to the foregoing provisions of this paragraph 1, all in such quantities as such owners may from time to time reasonably request; and (h) furnish to BSB BANK & TRUST COMPANY without cost one set of the Exhibits to such registration statement. 1.3 The record owners of the shares of Common Stock or Other Securities being so registered agree to pay all of the underwriting discounts and commissions, transfer taxes, registration fees and their own counsel fees with respect to the securities owned by them and being registered. The Company agrees that the costs and expenses which it is obligated to pay in connection with a registration statement to be filed pursuant to subsection 1.1 above include, but are not limited to, the fees and expenses of counsel for the Company, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Securities Act of any such registration statement, each prospectus and all amendments and supplements thereto, the costs incurred in connection with the qualification of such securities for sale in not more than eight states, including fees and disbursements of counsel for the Company, and the costs of supplying a reasonable number of copies of the registration statement, each preliminary prospectus, final prospectus and any supplements or amendments thereto to such registered owners. 1.4 The Company agrees to enter into an appropriate cross-indemnity agreement with any underwriter (as defined in the Securities Act) for such registered owners in connection with the filing of a registration statement pursuant to subsection 1.1 hereof. 1.5 In the event that the Company shall determine to exercise its right to sell file any registration statement including therein all or any part of shares of Common Stock or Other Securities issued or issuable upon exercise of the Pledged Securities pursuant Warrants, the Company and each holder of such securities shall enter into an appropriate cross-indemnity agreement whereby the Company shall indemnify and hold harmless the holder against any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement, or any omission or alleged omission to Section 7, and such Pledged Securities or the part thereof state therein a material fact required to be sold stated therein or necessary to make statements therein not misleading and each such holder shall notindemnify and hold harmless the Company, for any reason whatsoevereach of its directors, be effectively registered under each of its officers who have signed the registration statement and each person, if any, who controls the Company within the meaning of the Securities ActAct against any losses, as then claims, damages or liabilities (or actions in effect, the Administrative Agent may, in its sole and absolute discretion, sell such Pledged Securities respect thereof) arising out of or part thereof by private sale based upon any untrue statement or alleged untrue statement of any material fact contained in such manner and under such circumstances as the Administrative Agent may deem registration statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Actstatements therein not misleading, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the statement or omission was made in reliance upon and in conformity with written information furnished or required to be furnished by such holder or such controlling person expressly for use in such registration as aforesaidstatement.TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Loan Documents including, without limitation, in Section 11 hereof shall survive any such termination) and the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all of the Commitments have been terminated, all Loans have been paid in full in immediately available funds, all Letters of Credit have expired or been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all other Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in immediately available funds.

Registration, etc. (a) If the Administrative Agent shall determine to exercise its right to sell all or any of the Collateral that are Pledged Securities pursuant to Section 7, each Pledgor agrees that, upon request of the Administrative Agent, each Pledgor will, at its own expense do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law; provided that no Pledgor shall be required pursuant to this Section 17(a) to register such Collateral under the provisions of the Securities Act of 1933, as from time to time amended, or qualify such Collateral under the state securities or “Blue Sky” laws. (b) If at any time when the Administrative Agent shall (acting in accordance with Section 8.02(c) of the Credit Agreement) determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Administrative Agent (acting in accordance with Section 8.02(c) of the Credit Agreement) may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Administrative Agent, in its sole and absolute discretiondiscretion (acting in accordance with Section 8.02(c) of the Credit Agreement), (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Loan Documents including, without limitation, in Section 11 hereof shall survive any such termination) and the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all of the Commitments have been terminated, all Loans have been paid in full in immediately available funds, all Letters of Credit have expired or been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all other Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in immediately available funds.

Registration, etc. If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Administrative Agent may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Administrative Agent, in its sole and absolute discretion, (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.. TERMINATION; RELEASE. (a) Subject to Section 25 hereof, on the Termination Date (as defined below) this Agreement shall terminate (provided that all indemnities set forth herein and the other Loan Documents including, without limitation, in Section 11 hereof shall survive any such termination) and the Administrative Agent, at the request and expense of the Pledgors, will execute and deliver to the Pledgors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all of the Commitments have been terminated, all Loans have been paid in full in immediately available funds, all Letters of Credit have expired or been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer and all other Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in immediately available funds.