Common use of Release of Collateral Clause in Contracts

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as Provided that no Default or Event of Default has occurred and is continuing, the Trustee, upon request receipt of Borrowerat 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 release 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 to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations and created under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, or (iii) evidence reasonably satisfactory to the Liens created hereby shall terminate and Agent shall execute and 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 documentsdocuments 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, at Borrower’s expense, as are it shall be a condition of the release of such Collateral from such Lien that the Company shall have taken all action necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent Redemption Date to the return 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 Borrower; provided, however, that satisfy prior and senior Liens in accordance with the parties agree that, notwithstanding any such termination or release or terms of the execution, delivery or filing of any such documents or Original Pledge Agreement and the return of any CollateralOriginal Indenture and if all remaining proceeds, if and to the extent that any such payment made any, are used or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or delivered as required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. this Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section10.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretionPermitted Discretion. Subject to Section 12.3, promptly Promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of the Commitments and this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerBorrower or the Person lawfully entitled thereto; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and/or Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent and/or Lender. Neither Agent nor any Lender shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such PersonAgent’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as (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 continuingcontinuing or would occur immediately following such release; (ii) Collateral that is condemned, upon request seized or taken by the power of Borrower, Agent shall release any Lien granted to eminent domain or held by Agent upon any otherwise; provided that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (iii) Collateral being sold or disposed of in compliance which may be released with the provisions consent of Holders pursuant to Article Nine hereof; (iv) all Collateral (except as provided in Article Eight hereof and, in particular, the Loan Documents, as determined by Agent funds in its sole discretion. Subject to the trust fund described in Section 12.3, promptly following indefeasible 8.04 hereof) upon discharge of defeasance of this Indenture in accordance with Article Eight hereof; (v) all Collateral upon the payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Issuers with respect to the Obligations Notes; (vi) Collateral of a Subsidiary Guarantor whose Subsidiary Guarantee is subsequently invalidated, determined released pursuant to be fraudulent or preferential, set aside, defeased or Section 10.07 hereof; and (vii) Collateral that is expressly required to be repaid 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 a trustee, debtor in possession, receiver, custodian or evidence the release of any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended Collateral permitted to be satisfied by released pursuant to this Indenture or the Collateral Documents. The Trustee 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 payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part other documents evidencing release of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed Collateral available for release pursuant to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionclauses (i) through (vii) above.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of Provided (i) all Obligations indebtedness secured hereunder (other than indemnity obligations under the Loan Documents that are payments not then yet due and payable under the Note) shall at the time have been paid in full or canceled and (ii) there does not otherwise exist any event of default under Section 9, the pledged Member Interest, together with respect any additional Collateral that may hereafter be pledged and deposited hereunder, shall be released from pledge and returned to which no claim has been madethe Borrower in accordance with the 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 termination 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 AgreementAgreement at the time of the payment or prepayment by (ii) a fraction, the Liens created hereby numerator of which shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in be the Collateral and shall return or cause the return of or consent to the return amount of the Collateral principal paid or prepaid and the denominator of which shall be the unpaid principal balance of the Note immediately prior to Borrower; providedsuch payment or prepayment. In no event, however, shall anything less than a whole number Member Interest be released. (b) Any additional Collateral that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if may hereafter be pledged and deposited with Creditor (pursuant to the extent that any such payment made or received requirements of Section 4) with respect to the Obligations is subsequently invalidated, determined Member Interests pledged hereunder shall be released at the same time the particular Member Interest to which the additional Collateral relates are to be fraudulent or preferentialreleased in accordance with the applicable provisions of Subsection (a) above. Under no circumstances, set asidehowever, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian shall any Member Interest or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then Collateral be released if previously applied to the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto indebtedness secured hereunder. (c) In no event shall any member Interest be released pursuant to the provisions of Subsections (a) and shall continue as if such payment had not been received by Agent. Agent shall not be deemed (b) above if, and to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clearthe extent, on the date fair market value of such delivery, of any the Member Interest and all Liens arising from other Collateral that would otherwise remain in pledge hereunder after such Person’s own actsrelease were affected would be less than the unpaid balance of the Note (principal and accrued interest). Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section9.

Release of Collateral. So long (i) Upon the sale, lease, transfer or other disposition of any item of Collateral of any Credit Party (including, without limitation, as no Default or Event a result of Default has occurred and is continuingthe sale, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance accordance with the provisions terms of the Loan 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 determined required by Agent in its sole discretion. Subject to Section 12.3below), promptly following indefeasible payment in full in cash (ii) upon the date (x) the Commitments have been terminated, (y) no Loans or Letters of all Obligations Credit (other than indemnity 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 Loan Credit Documents (other than those that are not then due and payable or with respect to which no claim has been made) and the 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 Liens created hereby shall terminate Lenders irrevocably authorize the Administrative Agent, and the Administrative Agent shall agrees, at the Borrowers’ expense, to execute and deliver to such documents, at Borrower’s expense, Credit Party such documents as are necessary such Credit Party may reasonably request to evidence the release Agent’s Liens in of such item of Collateral from the assignment and security interest granted under the Collateral and shall return or cause Documents in accordance with the return of or consent to the return terms of the Collateral to BorrowerCredit Documents; provided, however, that (x) any release of a Lien shall be conditioned on such Lien being released under the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian Bridge Facility or any other Person under any Debtor Relief LawSecured Refinancing Facility substantially simultaneously, common law or equitable cause or any other law, then (y) the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Administrative Agent shall not be deemed required to have made execute any representation 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 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 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 of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. Notwithstanding anything to the contrary set forth in this Agreement, (a) any release of all or substantially all of the Specified Guarantors from their obligations under the Collateral so delivered except 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 a result of a transaction not prohibited hereunder provided that no Event of Default shall exist or arise as a result of such Collateral is free and clear, release); (b) any release of all or substantially all of the Liens on the date Collateral in any transaction or series of such deliverytransactions prior to the Security Release Date, shall require the written consent of all directly or adversely affected Lenders and/or (c) any and amendments to the Credit Documents that would have the effect of subordinating the Lenders’ security interest in all Liens arising from such Person’s own acts. Section 12.9 or substantially all Collateral prior to the Security Release Date, shall not be applicable to any actions required to be taken by require the Agent under this Sectionwritten consent of all directly or adversely affected Lenders.

Release of Collateral. So long as (a) If no Default or Event of Default has occurred and is continuing, upon request the Borrower may, by delivery of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed a certificate of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return a Responsible Officer of the Collateral Manager delivered to Borrowerthe Collateral Agent and the Custodian one 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, direct the Collateral Agent (or the Custodian on its behalf) to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or the Custodian on its behalf) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, howeverfurther, that neither the parties agree that, notwithstanding any such termination or release or Collateral Agent nor the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not Custodian will be deemed to have made any representation notice of an Event of Default unless it has received notice thereof. Notwithstanding the foregoing, a trade ticket or warranty with other confirmation of trade in respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, sale of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken Collateral delivered by the Borrower (or the Collateral Manager on its behalf) to the Collateral Agent under and the Custodian shall constitute certification as to the matters described in this SectionSection 8.10, and the Collateral Agent and the Custodian may conclusively rely on such certification.

Release of Collateral. So long as (a) If no Default or Event of Default has occurred and is continuing, upon request the Borrower may, by delivery of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed a certificate of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return a Responsible Officer of the Collateral Manager delivered to Borrowerthe Collateral Agent and the 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, direct the Collateral Agent (or the Custodian on its behalf) to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or the Custodian on its behalf) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, howeverfurther, that neither the parties agree that, notwithstanding any such termination or release or Collateral Agent nor the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not Custodian will be deemed to have made any representation notice of an Event of Default unless it has received notice thereof. Notwithstanding the foregoing, a trade ticket or warranty with other confirmation of trade in respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, sale of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken Collateral delivered by the Borrower (or the Collateral Manager on its behalf) to the Collateral Agent under and the Custodian shall constitute certification as to the matters described in this SectionSection 8.10, and the Collateral Agent and the Custodian may conclusively rely on such certification.

Release of Collateral. So Notwithstanding any other provision of this Agreement to the contrary, upon Xxxxxxxx’s request, Agent shall release its security interest in any Contract(s) and the Security Documents related thereto, including the items set forth in clauses (a) through (e) of the definition of “Collateral” specifically with respect to such Contract(s) (excluding any transfers in connection with a Permitted Facility, which release of security interest shall be governed by Section 8.18, and excluding Permitted Charged Off Contracts Sales which release of security interest shall be governed by the last sentence of this Section 4.6), included in the Collateral so long as (a) Borrower obtains Agent’s prior written consent to such release, which consent shall not be unreasonably withheld, conditioned or delayed; (b) no Default or Event of Default exists at the time such Contract(s) is to be released; (c) Borrower has occurred entered into a written contract for the sale of such Contract(s) and is continuinghas delivered to Agent a fully executed copy of such written contract; (d) if the Borrowers have no Excess Availability after giving effect to the sale, upon request 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 Borrowerthe 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 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 any Lien granted to its security interest in such Contract(s) and within a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, being released. Any distribution of interest or held by Agent upon any Collateral being sold principal, or disposed of in compliance with the provisions loss of the Loan DocumentsCollateral or any of the Property secured thereby, as determined shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Agent Borrowers, Agent’s Lien and security interest in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) applicable Contracts and the termination Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of this Agreement, the Liens created hereby shall terminate purchase price therefore and Agent shall agrees to promptly execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of request any and all Liens arising from lien release and termination statements with respect thereto as Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionContracts and original Security Documents in its possession, if any.

Release of Collateral. So long as no Default or Event (a) The Borrower may, by delivery of Default has occurred and is continuing, upon request a certificate of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return a Responsible Officer of the Collateral Manager (with the written consent of the Administrative Agent if the Administrative Agent has notified the Collateral Agent in writing, following the occurrence of or during the continuation of an Event of Default, to Borroweronly permit releases with the written consent of the Administrative Agent) delivered to the Collateral Agent, the Securities Intermediary and the Custodian, as applicable, at least one (1) Business Day prior to the settlement date for any sale of any item of Collateral certifying that the sale of such loan is being made in accordance with Section 10.01 and such sale complies with all applicable requirements of Section 10.01 (provided that the delivery of a trade ticket or other instruction by the Borrower shall be deemed to constitute such certification), direct the Collateral Agent to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or the Securities Intermediary or the Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or the Securities Intermediary or the Custodian, as applicable) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, howeverfurther that none of the Collateral Agent, that the parties agree that, notwithstanding any such termination or release Securities Intermediary or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not Custodian will be deemed to have made any representation notice of an Event of Default unless a Responsible Officer of the Collateral Agent, the Securities Intermediary or warranty with respect to any Collateral so delivered except that such Collateral is free and clearthe Custodian, on the date of such deliveryas applicable, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionhas received written notice thereof.

Release of Collateral. So long as (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, upon request of Borrower, Agent shall release any Lien granted to continuing or held by Agent upon any would occur immediately following such release; (ii) Collateral being sold or disposed of in compliance which may be released with the provisions 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 Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Company with respect to the Obligations Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is subsequently invalidatedreleased pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificate, determined 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 fraudulent or preferential, set aside, defeased or required released pursuant to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent this Indenture and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionDocuments.

Release of Collateral. So long as no Default or Event of Default has occurred The Lenders hereby irrevocably authorize the Agent, at its option and is continuingin its sole discretion, upon request of Borrower, Agent shall to release any Lien granted to or held by Agent Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in 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 of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 6.2.1 (Capital Structure, Merger, Acquisition or Sale of Assets) (and the provisions Agent may rely conclusively on any such 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 Loan DocumentsAgent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment release the Agent’s Liens on Collateral valued in full the aggregate not in cash excess of all Obligations (other than indemnity obligations under $500,000 during each Fiscal Year without the Loan Documents that are not then due and payable or with respect to which no claim has been made) prior written authorization of the Lenders and the termination Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of this Agreement$1,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens created hereby shall terminate and upon particular types or items of Collateral pursuant to this Section 8.12. Upon receipt by the Agent shall execute and deliver such documents, at Borrowerof any necessary authorization required pursuant to this Section 8.12 (a) from the Lenders of the Agent’s expense, as are necessary authority to release Agent’s Liens in upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Collateral Borrower, the Agent shall (and shall return or cause is hereby irrevocably authorized by the return of or consent Lenders to) execute such documents as may be necessary to evidence the return release of the Collateral to BorrowerAgent’s Liens upon such Collateral; provided, however, that (i) the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed required to have made execute any representation such document on terms which, in the Agent’s opinion, would expose the Agent to liability or warranty with respect to create any Collateral so delivered except that such Collateral is free and clear, on obligation or entail any consequence other than the date release of such deliveryLiens without recourse or warranty, and (ii) 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 the Borrower in respect of) all interests retained by the Borrower, including the proceeds of any and sale, all Liens arising from such Person’s own acts. Section 12.9 of which shall not be applicable continue to any actions required to be taken by constitute part of the Agent under this SectionCollateral.

Release of Collateral. So long 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 no Default applicable, pursuant to the Sale Agreement and, in each case, on the applicable date of substitution or Event deposit into the Collection Account of Default has occurred all required amounts (if any) specified in the applicable provision of this Agreement or the Sale Agreement, the Collateral Agent, on behalf of the Secured Parties, shall, automatically and is continuingwithout further action be deemed to, upon request of and hereby does, transfer, assign and set-over to the Borrower, Agent shall release any Lien granted to without recourse, representation or held by Agent upon any Collateral being sold or disposed of in compliance with warranty, all the provisions right, title and interest of the Loan DocumentsCollateral Agent, as determined by Agent in its sole discretionfor 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. Subject to Section 12.3In addition, promptly following indefeasible payment in full in cash the Collateral Agent, at the expense of all Obligations the Borrower, will (other than indemnity obligations under the Loan Documents that are not then due and payable or i) execute such instruments of release with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return portion of the Collateral to Borrower; providedbe so replaced, howeverretransferred, that repurchased or sold, in recordable form if necessary, in favor of the parties agree that, notwithstanding any such termination Borrower or release its designee as the Borrower or the executionServicer may reasonably request, delivery (ii) deliver to the Borrower or filing its designee any portion of any the Collateral (including the related Underlying Instruments) to be so replaced, retransferred, repurchased or sold in its possession as identified to it by the Servicer and (iii) otherwise take such documents actions as requested by the Borrower or the return Servicer as are necessary and appropriate to release the Lien of any Collateral, if and to the extent that any such payment made or received with respect to Collateral Agent for the Obligations is subsequently invalidated, determined benefit of the Secured Parties on the portion of the Collateral to be fraudulent so replaced, retransferred, repurchased or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionsold.

Release of Collateral. So Notwithstanding any other provision of this Agreement to the contrary, upon Borrower’s request, Agent shall release its security interest in any Contract(s) and the Security Documents related thereto, including the items set forth in clauses (a) through (e) of the definition of “Collateral” specifically with respect to such Contract(s) (excluding any transfers in connection with a Permitted Facility, which release of security interest shall be governed by Section 8.18, and excluding Permitted Charged Off Contracts Sales which release of security interest shall be governed by the last sentence of this Section 4.6), included in the Collateral so long as (a) Borrower obtains Agent’s prior written consent to such release, which consent shall not be unreasonably withheld, conditioned or delayed; (b) no Default or Event of Default exists at the time such Contract(s) is to be released; (c) Borrower has occurred entered into a written contract for the sale of such Contract(s) and is continuinghas delivered to Agent a fully executed copy of such written contract; (d) if the Borrowers have no Excess Availability after giving effect to the sale, upon request 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 Borrowerthe 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 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 any Lien granted to its security interest in such Contract(s) and within a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, being released. Any distribution of interest or held by Agent upon any Collateral being sold principal, or disposed of in compliance with the provisions loss of the Loan DocumentsCollateral or any of the Property secured thereby, as determined shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Agent Borrowers, Agent’s Lien and security interest in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) applicable Contracts and the termination Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of this Agreement, the Liens created hereby shall terminate purchase price therefore and Agent shall agrees to promptly execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of request any and all Liens arising from lien release and termination statements with respect thereto as Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionContracts and original Security Documents in its possession, if any.

Release of Collateral. So long as (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 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 that 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 disposition 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 disposition are or will be applied in accordance with this Indenture and that no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to continuing or held by Agent upon any would occur immediately following such release; (ii) Collateral being sold or disposed of in compliance which may be released with the provisions 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 Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Company with respect to the Obligations Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is subsequently invalidatedreleased pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificate, determined 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 fraudulent or preferential, set aside, defeased or required released pursuant to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent this Indenture and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionDocuments.

Release of Collateral. So long as (a) Subject to subsections (b), (c) and (d) of this Section 10.03, 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 or 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 (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 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 continuingcontinuing or would occur immediately following such release; (ii) Collateral that is condemned, upon request seized or taken by the power of Borrowereminent domain or otherwise confiscated pursuant to an Event of Loss; provided that the Net Loss Proceeds, Agent shall release any Lien granted to if any, from such Event of Loss are or held by Agent upon any will be applied in accordance with Section 4.11 hereof and that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (iii) Collateral being sold or disposed of in compliance which may be released with the provisions consent of Holders pursuant to Article 9 hereof; (iv) all Collateral (except as provided in Article 8 hereof and, in particular, the Loan Documents, as determined by Agent funds in its sole discretion. Subject to the trust fund described in Section 12.3, promptly following indefeasible 8.04 hereof) upon discharge or defeasance of this Indenture in accordance with Article 8 hereof; (v) all Collateral upon the payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Issuers with respect to the Obligations Notes; (vi) Collateral of a Guarantor whose Note Guarantee is subsequently invalidated, determined released pursuant to be fraudulent or preferential, set aside, defeased or Section 11.06 hereof; and (vii) Collateral that is expressly required to be repaid released by any Collateral Document. Upon receipt of such Officers’ Certificate the Trustee or Collateral Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to a trustee, debtor in possession, receiver, custodian or evidence the release of any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended Collateral permitted to be satisfied by released pursuant to this Indenture or the Collateral Documents. The Trustee is hereby authorized and shall, from time to time upon request of the Issuers, execute and deliver, or cause the Collateral Agent to execute and deliver, UCC-3 partial release or termination statements and such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part other documents evidencing release of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed Collateral available for release pursuant to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionclauses (i) through (vii) above.

Release of Collateral. So long as (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, upon request of Borrower, Agent shall release any Lien granted to continuing or held by Agent upon any would occur immediately following such release; (ii) Collateral being sold or disposed of in compliance which may be released with the provisions 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 Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Issuers with respect to the Obligations Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is subsequently invalidatedreleased pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificates, determined 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 fraudulent or preferential, set aside, defeased or required released pursuant to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent this Indenture and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionDocuments.

Release of Collateral. So long (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 which authorizes such release. The Trustee shall release, and 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 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, upon request of Borrower, Agent shall release any Lien granted to continuing or held by Agent upon any would occur immediately following such release; (ii) Collateral being sold or disposed of in compliance which may be released with the provisions 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 Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Company with respect to the Obligations Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is subsequently invalidatedreleased pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificate, determined 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 fraudulent or preferential, set aside, defeased or required released pursuant to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent this Indenture and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionDocuments.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this AgreementAgreement and the execution and delivery of a written release by the Borrowers of all claims against Agent and Lenders, and so long as no suits, actions, proceedings, or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are indemnified liabilities hereunder, then the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such documents, at Borrower’s Borrowers' expense, as are necessary to release Agent’s Lenders' Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerBorrowers; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent or any Lender. Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s 's own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section."

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with Upon the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following 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 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 the 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 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 Obligations 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 indemnity obligations under a warranty that the Loan Documents that are Collateral Agent has not then due assigned or delivered the Collateral so reassigned and payable or with respect redelivered its rights and interests hereunder to which no claim has been madeany other person) and at the termination expense of this Agreementthe Company. Upon final indefeasible payment in full in cash and performance of the Obligations, the Liens created hereby shall terminate and Collateral Agent shall execute and deliver such documentswill (as soon as reasonably practicable after receipt of notice from the Company requesting the same but at the expense of the Company) send the Company, at Borrower’s expense, as are necessary for each jurisdiction in which a UCC financing statement is on file to release Agent’s Liens in perfect the security interests granted to the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; providedAgent hereunder, however, that the parties agree that, notwithstanding any such a termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionstatement.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such documents, at Borrower’s Borrowers' expense, as are necessary to release Agent’s Lenders' Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerBorrowers; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent or any Lender. Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s 's own acts. Section 12.9 shall not be applicable Signature Page to any actions required to be taken by the Agent under this Section.Revolving Credit, Term Loan, Equipment Acquisition Term Loan and Security Agreement

Release of Collateral. (a) So long as no Default or Default, Event of Default or Early Wind-Down Trigger Event has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion, subject to compliance with Sections 2.5 and 2.6 hereof, as applicable. Subject to Section 12.3, promptly following indefeasible payment Upon receipt of the proceeds of such sale or disposition in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or accordance with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in on the applicable Collateral and shall return or cause the return of or consent to the return of the applicable Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as 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 Default or Event of Default has occurred or Potential Default shall exist, and is continuing(iii) after giving effect to such release, upon request no Event of BorrowerDefault or Potential Default shall exist, Agent and Borrower shall be in compliance with all provisions hereof, provided, however, that if such release any Lien granted would otherwise cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.6.1, Borrower shall have the opportunity to cure the same prior to or held simultaneously with such release by Agent upon any Collateral being sold either (a) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion (including, without limitation, Qualifying Rate Cap Agreements and Qualifying Rate Swap Agreements), or disposed (b) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in compliance accordance with the 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 Loan Documentsamount necessary to obtain a release so as to effectuate a sale or refinance of the subject Collateral Pool Property. Upon the release of a Lien on a Collateral Pool Property, as determined by Agent in if the owner of such Collateral Pool Property owns no other Collateral Pool Properties, such owner may be released from its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which in Lender's sole discretion. Notwithstanding the foregoing, under no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to circumstances may Borrower receive a release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Security Instrument with respect to the Obligations is subsequently invalidatedlast property in the Collateral Pool prior to the Maturity Date, determined unless this Agreement shall have been terminated pursuant to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section2.14 hereunder.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon the written request of Borrower, Agent Lender shall release any Lien granted to or held by Agent Lender upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent Lender in its sole discretionPermitted Discretion. Subject to Section 12.3, promptly Promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been madecontingent indemnification obligations) and the termination of this Agreement, the Liens created hereby shall terminate and Agent Lender shall execute and deliver such documents, at Borrower’s expense, as are necessary to release AgentLender’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentLender. Agent Lender shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such PersonLender’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long At such time as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions (i) all of the Loan DocumentsObligations, as determined by Agent in its sole discretion. Subject including all principal, interest and other amounts owing with respect to Section 12.3the Loans or the Notes, promptly following indefeasible payment in full in cash the Borrowers’ obligations to reimburse the L/C Issuer for drawings under Letters of all Obligations Credit and the other obligations under the Credit Documents (other than indemnity obligations under the Loan Documents Sections 2.12(c), 2.13, 2.14 and 8.02 that are not then due and payable payable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or with respect cash collateralized to which no claim the reasonable satisfaction of the Administrative Agent and L/C Issuer in amount equal to 107% of the aggregate face amount thereof, and (ii) the 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 (or at such time as certain Collateral has been made) and sold or disposed of in accordance with the termination provisions of this Agreement), the Administrative Agent shall be authorized to release the Collateral (or such portion of the Collateral, as applicable) from the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in by the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerSecurity Documents; provided, however, that the parties agree that, notwithstanding any such termination or release or (x) the executionAdministrative Agent and the Lenders shall be entitled to the benefits of all the ongoing reimbursement obligations and indemnities set forth in the Credit Documents, delivery or filing including without limitation those set forth in Sections 2.12(c), 2.13, 2.14 and 8.02 of any such documents or this Agreement, in each case subject to the return of any Collaterallimitations set forth therein, if any, and (y) to the extent that any payments or proceeds received pursuant hereto or otherwise in respect of the Obligations, or any part of such payment made or received with respect to the Obligations is payments, shall be subsequently invalidated, determined declared to be fraudulent, a fraudulent conveyance, or preferential, set aside, defeased or aside and/or required to be repaid to the Borrowers, any Guarantor, a trustee, receiver, debtor in possession, receiver, custodian or any other Person party, whether under any Debtor Relief Lawbankruptcy law, state or federal law, common law or equitable cause cause, or any other lawotherwise, then to the Obligations extent that such payment or proceeds received by any such Person is rescinded or must be otherwise restored by any such Person, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which were intended to be satisfied by satisfied, and all rights of such payment 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 shall continue in full force and effect, as if such payment or proceeds had not never been received by such Person, and this section 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 the Liens created hereby shall be revived automatically without any action on the part of any party hereto recourse, and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made without any representation or warranty with respect 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 any Collateral so delivered except that such Collateral is free and clearconfirm, on the date assure or give notice of such delivery, of any termination and take such actions as may be necessary to redeliver or release all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionCollateral within its control.

Release of Collateral. So long as Borrower shall be entitled to sell or otherwise dispose of those unsold Time-Share Interests constituting a portion of the Collateral, and to obtain a partial release of such Time-Share Interests from the Mortgage in favor of Lender without payment of a release fee, IF at the time such release is requested: (i) no Default or Event of Default or Incipient Default exists; (ii) after giving effect to the proposed release of such Inventory, no Borrowing Base Shortfall will exist or be created; and (iii) Borrower has occurred and is continuingrequested Lender in writing to release such items of Inventory. In the event that a proposed sale or other disposition of Inventory will result in a Borrowing Base Shortfall, upon request of Borrower, Agent then Lender shall only be obligated to release any Lien granted to or held by Agent upon any Collateral the Inventory being sold or disposed of in compliance with the provisions upon satisfaction of the Loan Documents, following conditions: (a) no Event of Default or Incipient Default exists; (b) Borrower has paid a fee ("RELEASE FEE") in an amount equal to twenty-five percent (25%) of the Retail Value which was allocated to such item of Inventory at the time such item of Inventory was designated as determined by Agent Eligible Inventory hereunder and contributed to the Borrowing Base; and (c) Borrower has requested Lender in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary writing to release Agent’s Liens such Inventory. Borrower will prepare all release documents which shall be in form and substance satisfactory to Lender, and will deliver them to Lender for execution. Lender will send Borrower the release documents within a reasonable time after satisfaction of the conditions precedent specified in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionforegoing sentence.

Release of Collateral. So long Other than payment in full of all principal and interest then outstanding on the Loan on the Expiration Date, in which event no advance written notice shall be necessary (except as required pursuant to Section 2.16), ------------- Lender shall, upon thirty (30) days advance written notice, release the Liens granted hereunder with respect to a Collateral Pool Property, provided that (i) prior to such release Borrower shall pay Lender and Servicer all reasonable costs and expenses that Lender or Servicer incur in connection with such release, (ii) at the time of the request for such release, no Default or Event of Default has occurred or Potential Default shall exist, and is continuing(iii) after giving effect to such release, upon request no Event of BorrowerDefault or Potential Default shall exist, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of and Borrower will be in compliance with all provisions hereof, including the Sublimits set forth in Section 2.1.1, provided further that if such release shall cause Borrower to be ------------- in non-compliance with the Sublimits, Borrower shall have the opportunity to cure the same by either adding a real property pursuant to Section 2.9 prior to ----------- such release, or prepaying, in accordance with the provisions of Section 4.3, so ----------- much of the Loan as is necessary to cause compliance with this Section 2.10. ------------ Notwithstanding such thirty (30) day time period to obtain a release, Lender shall upon three (3) 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 subject Collateral Pool Property. Upon the release of a Lien on a real property, if the owner of such property owns no other properties in the Collateral Pool, such owner shall be released from its obligations under the Loan Documents, except as determined otherwise expressly provided in the Loan Documents. Furthermore, upon the release of a Lien on a real property, the Collateral Pool Value shall be decreased by Agent in its sole discretionthe then current Market Value attributable to such released Property. Subject Borrower shall have the right to Section 12.3(x) repay the outstanding principal balance of the Loan (subject to any Prepayment Fee due hereunder), promptly following indefeasible payment in full in cash or (y) a release of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens assets in the Collateral Pool from any Lien securing the Loan Documents, thereby creating a Collateral Pool Value, Available Credit Commitment and shall return Maximum Facility Available of zero, each without terminating this Agreement or cause the return Credit Facility (provided in the event all Collateral Pool Properties have been released from the Lien of or consent any mortgage granted hereunder, Guarantor agrees to pay the Unused Facility Fee pursuant to the return provisions of Section 2.4), and subsequently reborrow hereunder (if any Collateral Pool ----------- Property remains subject to a mortgage in favor of Lender, or by adding Collateral pursuant to Section 2.9), provided ----------- that, if the Collateral Pool Value remains at zero for more than one (1) year following the release of the last Collateral Pool Property, Lender may terminate this Agreement and the Credit Facility after thirty (30) days written notice from Lender to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if Borrower and to Guarantor, unless Borrower or Proposed Borrower shall submit a real property for inclusion in the extent that any such payment made or received Collateral Pool in accordance with respect the provisions of Section 2.9.2 in which event the termination ------------- of this Agreement and the Credit Facility shall be stayed until the later to occur of (a) Lender's rejection of the proposed real property pursuant to the Obligations provisions in Section 2.9 or (b) the expiration of such thirty (30) day period. ----------- Notwithstanding the foregoing, in the event such real property is subsequently invalidatedadded to the Collateral Pool, determined pursuant to be fraudulent or preferentialSection 2.9, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment termination notice described above ----------- shall be revived rendered null and shall continue as if such payment had not been received by Agent void and the Liens created hereby shall be revived automatically without any action on the part of any party hereto no further force and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectioneffect.

Release of Collateral. So long as no Default or (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 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 Issuer 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 request receipt of Borrowersuch Issuer Order, Agent the Trustee shall release deliver any Lien granted such Asset, if in physical form, duly endorsed to the broker or held purchaser designated in such Issuer Order or, if such Asset is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by Agent upon the Collateral Manager in such Issuer Order; provided that the Trustee may deliver any such Asset in physical form for examination in accordance with street delivery custom; provided that, 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 being sold or disposed of Manager, and shall constitute a direction and certification that the transaction is in compliance with the and satisfies all applicable provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due such Sections and payable or with respect to which no claim has been made) and the termination Article XII of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionIndenture.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such documents, at Borrower’s Borrowers' expense, as are necessary to release Agent’s Lenders' Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerBorrowers; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then this Agreement and the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent or any Lender Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s 's own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.Signature Page To Revolving Credit And Security Agreement

Release of Collateral. So long as no Default or Event of Default has occurred and is continuingLender shall, upon request of Borrowerthirty (30) days advance written Notice, Agent shall release any Lien the Liens granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or hereunder with respect to a Mortgaged Property or Mortgaged Properties which no claim has been madeconstitute(s) and less than all Collateral Pool Properties, provided that (i) Borrower shall pay Lender (a) the termination Partial Termination Fee described in Section 2.4.8 of this Agreement, if applicable and (b) all costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, Attorneys’ Fees and Costs and all other amounts due to Lender hereunder in connection with such release, including, without limitation, Accrued Interest and unpaid interest, if applicable, (ii) at the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return time of the Collateral request for such release, no Event of Default or Potential Default shall exist, (iii) after giving effect to Borrower; such release, no Event of Default or Potential Default shall exist, and (iv) Borrower shall be in compliance with all provisions hereof including, without limitation, the Sublimits, provided, however, that if such release would otherwise cause Borrower to be in non-compliance with the parties agree thatSublimits set forth in Section 2.5.3, notwithstanding any Borrower shall have the opportunity to cure the same prior to or simultaneously with such termination release by either (a) pledging multifamily real property collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, in accordance with Section 2.9 or (b) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3. Upon the release or the execution, delivery or filing of any such documents or the return of any Collaterala Lien on a Mortgaged Property, if and to the extent that any owner of such payment made or received Mortgaged Property owns no other Collateral Pool Properties, such owner shall be released from its obligations under the Loan Documents. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the Obligations is subsequently invalidatedlast property in the Collateral Pool prior to the Maturity Date, determined unless Borrower has elected to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person terminate this Agreement under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.2.13

Release of Collateral. So long (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 which authorizes such release. The Trustee shall release, and 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 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, upon request of Borrower, Agent shall release any Lien granted to continuing or held by Agent upon any would occur immediately following such release; (ii) Collateral being sold or disposed of in compliance which may be released with the provisions 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 Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Company with respect to the Obligations Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is subsequently invalidatedreleased pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificate, determined 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 fraudulent or preferential, set aside, defeased or required released pursuant to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent this Indenture and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionDocuments.

Release of Collateral. So long (a) The Borrower may, by delivery of a certificate of a Responsible Officer of the Servicer (with the written consent of the Administrative -135- Agent if the Administrative Agent has notified the Collateral Agent in writing, following the occurrence of or during the continuation of an Event of Default, to only permit releases with the written consent of the Administrative Agent) delivered to the Collateral Agent and Custodian, as no Default applicable, at least one (1) Business Day prior to the settlement date for any sale of any item of Collateral certifying that the sale of such loan is being made in accordance with Section 10.01 and such sale complies with all applicable requirements of Section 10.01, direct the Collateral Agent to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Servicer in such certificate; provided that the Collateral Agent (or Custodian, as applicable) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, further that neither the Collateral Agent nor the Custodian will be deemed to have notice of an Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions unless a Responsible Officer of the Loan DocumentsCollateral Agent or the Custodian, as determined by Agent in its sole discretionapplicable, has received written notice thereof. (b) Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination terms of this Agreement, the Liens created hereby shall terminate and Collateral Agent shall execute and deliver such documents, at Borrower’s expense(or Custodian, as applicable) shall, upon the receipt of a certificate of a Responsible Officer of the Servicer, deliver any Collateral in accordance with such certificate, and execute such documents or instruments as are delivered by or on behalf of the Borrower and reasonably necessary to release Agent’s Liens 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 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 Collateral Agent shall deposit any proceeds received by it from the disposition of any Collateral in the Collateral and shall return or cause applicable subaccount of the return of or consent Collection Account as instructed by the Servicer, unless simultaneously applied to the return purchase of additional Collateral Loans or Eligible Investments as permitted under and in accordance with the requirements of this Article VIII and Article X. (d) The Collateral Agent shall, upon receipt of a certificate of a Responsible Officer of the Collateral to Borrower; providedBorrower certifying that there are no Individual Lender Maximum Funding Amounts outstanding and all Obligations of the Borrower hereunder and under the other Facility Documents have been satisfied, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any execute such documents or instruments as are delivered by or on behalf of the return Borrower and reasonably necessary to release any remaining Collateral from the Lien of any Collateral, if and this Agreement. (e) Any Collateral Loan or amounts that are released pursuant to the extent that any such payment made Section 8.08(a) or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment (b) shall be revived and shall continue as if such payment had not been received by Agent and automatically released from the Liens created hereby shall be revived automatically without any action on the part Lien of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own actsthis Agreement. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.8.09

Release of Collateral. So Notwithstanding any other provision of this Agreement to the contrary, upon Bxxxxxxx’s request, Agent shall release its security interest in any Contract(s) and the Security Documents related thereto, including the items set forth in clauses (a) through (e) of the definition of “Collateral” specifically with respect to such Contract(s) (excluding any transfers in connection with a Permitted Facility, which release of security interest shall be governed by Section 8.18, and excluding Permitted Charged Off Contracts Sales which release of security interest shall be governed by the last sentence of this Section 4.6), included in the Collateral so long as (a) Borrower obtains Agent’s prior written consent to such release, which consent shall not be unreasonably withheld, conditioned or delayed; (b) no Default or Event of Default exists at the time such Contract(s) is to be released; (c) Borrower has occurred entered into a written contract for the sale of such Contract(s) and is continuinghas delivered to Agent a fully executed copy of such written contract; (d) if the Borrowers have no Excess Availability after giving effect to the sale, upon request 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 Borrowerthe 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 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 any Lien granted to its security interest in such Contract(s) and within a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, being released. Any distribution of interest or held by Agent upon any Collateral being sold principal, or disposed of in compliance with the provisions loss of the Loan DocumentsCollateral or any of the Property secured thereby, as determined shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Agent Borrowers, Agent’s Lien and security interest in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) applicable Contracts and the termination Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of this Agreement, the Liens created hereby shall terminate purchase price therefore and Agent shall agrees to promptly execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of request any and all Liens arising from lien release and termination statements with respect thereto as Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionContracts and original Security Documents in its possession, if any.

Release of Collateral. (a) So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as which compliance will be determined by Agent in its sole reasonable discretion. Subject to Section 12.3In furtherance of the foregoing, promptly following indefeasible payment so long as no Event of Default or Early Wind-Down Trigger Event exists, if the terms and conditions set forth this in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or Agreement with respect to which no claim has been made) and any Permitted Disposition are fully complied with (including, without limitation, the termination receipt of the proceeds of such sale or disposition in accordance with this Agreement), then Agent’s Lien on such Assets shall be deemed automatically released without any further action. If requested by Borrower, upon, or simultaneously with the, receipt of the proceeds of such sale or disposition in accordance with this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to further evidence the release of Agent’s Liens in on the applicable Collateral and shall return or cause the return of or consent to the return of the applicable Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to of the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, receiver or custodian of the Borrower or Indemnitor or any other similar Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as no Default Notwithstanding anything to the contrary contained herein or Event of Default has occurred and is continuingany other Loan Document, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of when all Obligations (other than indemnity obligations under contingent indemnification obligations) have been paid in full and all Commitments have terminated or expired, upon the Loan Documents that are not then due and payable or with respect to which no claim has been made) and reasonable request of the termination of this AgreementBorrower, the Liens created hereby shall terminate and Administrative Agent shall execute and deliver (without notice to, or vote or consent of, any Lender) take such documents, at Borrower’s expense, actions as are necessary shall be required to release Agent’s Liens its security interest in the Collateral all Collateral, and to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall return or cause the return of or consent be deemed subject to the return provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Collateral to Borrower; providedObligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, howeverbankruptcy, that dissolution, liquidation or reorganization of the parties agree thatBorrower or any Guarantor, notwithstanding any such termination or release upon or as a result of the execution, delivery or filing appointment of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Person under any Debtor Relief Law, common law or equitable cause Guarantor or any other lawsubstantial part of its property, then the Obligations intended to be satisfied by such payment shall be revived and shall continue or otherwise, all as if though such payment had not been received by made. Notwithstanding the foregoing, upon the reasonable request of the Borrower in connection with any disposition of assets or property of Holdings or any of its Subsidiaries permitted hereunder, the Administrative Agent and the Liens created hereby shall (without notice to, or vote or consent of, any Lender) take such actions as shall be revived automatically without required to release its security interest in all Collateral being disposed of in such disposition, and to release any action on the part guarantee obligations provided for in any Loan Document of any party hereto and shall continue as if Person being disposed of in such payment had not been received by Agent. Agent shall not be deemed disposition, to have made any representation or warranty with respect the extent necessary to any Collateral so delivered except that such Collateral is free and clear, on the date permit consummation of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by disposition in accordance with the Agent under this SectionLoan Documents.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall and Lenders shall, at Borrowers' sole cost and expense with proper reserves and up front payments, execute and deliver such documents, at Borrower’s the Credit Parties' expense, as are necessary to release Agent’s Lenders' Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrowerthe Credit Parties; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent or any Lender. Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s 's own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as (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 Mortgage Note 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 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 Issuers 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, 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 continuingcontinuing or would occur immediately following such release; (ii) Note Collateral that is condemned, upon request of Borrower, Agent shall release any Lien granted to seized or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.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 and that no Default or

Release of Collateral. So long as no Default Upon any sale, transfer or Event other --------------------- disposition of Default has occurred Collateral that is expressly permitted under Section 9.8 of the Mail-Well Credit Agreement and is continuing, upon five Business Days prior written request of by the Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute at Mail-Well's and deliver the Borrower's expense such documents, at Borrower’s expense, documents as are may be necessary to evidence the release Agent’s by the Agent of its Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borroweron such Collateral; provided, however, that (a) the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed -------- ------- required to have made release any representation or warranty with respect to Lien on any Collateral so delivered except that such Collateral is free if a Default shall have occurred and clearbe continuing, on (b) the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 Agent shall not be applicable to any actions required to be taken by execute any such document on terms which, in the Agent's opinion, would expose the Agent under this Sectionto liability or create any obligation not reimbursed by Mail-Well and the Borrower or entail any consequences other than the release of such Lien without recourse or warranty, and (c) such release shall not in any manner discharge, affect or impair any of the Obligations or any of the Agent's Liens on any Collateral retained by Holdings or Mail-Well or any of its Subsidiaries, including, without limitation, its Liens on the proceeds of any such sale, transfer or other disposition. The Loan Parties represent and warrant to the Agent and the Lenders that none of the "GECC Equipment", as such term is defined in the Mail-Well Credit Agreement, is, or was previously, owned by any Loan Party, and that such equipment is being leased by one or more of the Loan Parties as lessee from General Electric Capital Corporation as owner and lessor. The Lenders authorize the Agent to confirm in writing (in the form of a release or otherwise, as the Agent may determine) that the GECC Equipment and the proceeds thereof do not constitute Collateral and to release the Agent's Lien on the Mail-Well ESOP Loan Documents, the Equipment Lease Facility Equipment and, concurrently with each transfer of such Receivables to MTRC in accordance with the terms and provisions of the Accounts Receivable Securitization Facility Documents, the Receivables. Without limiting the generality of the foregoing, each Lender hereby acknowledges and agrees that the Agent has executed and delivered, or will execute and deliver, a letter agreement to and in favor of Paribas Properties, Inc. and the "Equity Lenders" and the "Financing Lenders", as such terms are defined in the Equipment Lease Facility Documents, pursuant to which the Agent (as among the Agent, the Lenders, the Mail-Well Lenders, Paribas Properties, Inc. and such "Equity Lenders" and "Financing Lenders" only) disclaims any security interest in the Equipment Lease Facility Equipment.

Release of Collateral. So long At such time as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions (i) all of the Loan DocumentsObligations, as determined by Agent in its sole discretion. Subject including all principal, interest and other amounts owing with respect to Section 12.3the Loans or the Notes, promptly following indefeasible payment in full in cash the Borrowers’ obligations to reimburse the L/C Issuer for drawings under Letters of all Obligations Credit and the other obligations under the Credit Documents (other than indemnity obligations under the Loan Documents Sections 2.12(c), 2.13, 2.14 and 8.02 that are not then due and payable payable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or with respect cash collateralized to which no claim the reasonable satisfaction of the Administrative Agent and L/C Issuer in amount equal to 107% of the aggregate face amount thereof, and (ii) the 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 (or at such time as certain Collateral has been made) and sold or disposed of in accordance with the termination provisions of this Agreement), the Administrative Agent shall be authorized to release the Collateral (or such portion of the Collateral, as applicable) from the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in by the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerSecurity Documents; provided, however, that the parties agree that, notwithstanding any such termination or release or (x) the executionAdministrative Agent and the Lenders shall be entitled to the benefits of all the ongoing reimbursement obligations and indemnities set forth in the Credit Documents, delivery or filing including those set forth in Sections 2.12(c), 2.13, 2.14 and 8.02 of any such documents or this Agreement, in each case subject to the return of any Collaterallimitations set forth therein, if any, and (y) to the extent that any payments or proceeds received pursuant hereto or otherwise in respect of the Obligations, or any part of such payment made or received with respect to the Obligations is payments, shall be subsequently invalidated, determined declared to be fraudulent, a fraudulent conveyance, or preferential, set aside, defeased or aside and/or required to be repaid to the Borrowers, any Guarantor, a trustee, receiver, debtor in possession, receiver, custodian or any other Person party, whether under any Debtor Relief Lawbankruptcy law, state or federal law, common law or equitable cause cause, or any other lawotherwise, then to the Obligations extent that such payment or proceeds received by any such Person is rescinded or must be otherwise restored by any such Person, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which were intended to be satisfied by satisfied, and all rights of such payment 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 shall continue in full force and effect, as if such payment or proceeds had not never been received by such Person, and this section 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 the Liens created hereby shall be revived automatically without any action on the part of any party hereto recourse, and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made without any representation or warranty with respect 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 any Collateral so delivered except that such Collateral is free and clearconfirm, on the date assure or give notice of such delivery, of any termination and take such actions as may be necessary to redeliver or release all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionCollateral within its control.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon The Company may from time to time request of Borrower, Agent shall release any Lien granted to or held by Agent upon any the Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject writing, with copies thereof delivered simultaneously to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations Lenders (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination Affiliates of this AgreementMultiyear Lenders), the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return portions of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations Collateral is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor released in possession, receiver, custodian or connection with any other Person sale of Collateral that is permitted under any Debtor Relief Law, common law or equitable cause or any other lawthe Credit Facilities. Promptly after the Collateral Agent receives (a) such written request from the Company and (b) written notice from the Required Lenders that the proposed disposition is permitted under the terms of the Credit Facilities, then if no Default or Event of Default exists (as certified to the Collateral Agent by the Company and absent any express actual knowledge to the contrary of the officers of the Collateral Agent who are involved with the proposed release of Collateral) the Collateral Agent shall release such Collateral. If all the Obligations intended to be arising under the Multiyear Credit Agreement and Obligated Party Swap Agreements have been paid and satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent in full and the Liens created hereby commitments thereunder terminated, the Company may request the Collateral Agent in writing, with copies thereof delivered simultaneously to all Noteholders, to release all of the Collateral. Promptly after the Collateral Agent receives (a) such written request from the Company and (b) written notice from the Noteholders that the proposed release is permitted (which notice the Noteholders agree to deliver if no Default or Event of Default exists, no other creditors of the Company enjoy the benefits of collateral or guaranties to secure the amounts owed by the Company other than purchase money lenders and holders of capital leases and all other conditions to the release of the Note Guaranties under the Note Agreements have been satisfied), then if no Default or Event of Default exists the Collateral Agent shall be revived automatically without any action on release all the part Collateral. If the proposed sale or release of the Collateral is not permitted by the Credit Facilities or hereby, the Collateral Agent may only release the Collateral upon the written consent of all the Lenders (excluding, however, the Affiliates of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionMultiyear Lender).

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations of Borrowers under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Agent Lender shall execute and deliver such documents, at Borrower’s Borrowers’ expense, as are necessary to release AgentLender’s Liens in on the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerBorrowers ; provided, however, that the parties Parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentLender. Agent Lender shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.LOAN AND SECURITY AGREEMENT

Release of Collateral. So long Without limiting any of the rights (including the right to foreclose upon the Collateral) of the Senior Creditor under the Senior Credit Agreement or the other Loan Documents (as no Default defined in the Senior Credit Agreement) or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with under the provisions of any applicable law, in the Loan Documentsevent that the Senior Creditor shall release its security interests in, as determined by Agent and liens upon, any Collateral which is subject to a security interest or lien in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash favor of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this AgreementSubordinated Creditors, the Liens created hereby Subordinated Creditors agree that such Collateral shall terminate thereupon be released from all such security interests and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens liens in the Collateral and shall return or cause the return of or consent to the return favor of the Collateral to Borrower; providedSubordinated Creditors, however, provided that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment Senior Creditor shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except reasonably believe that such Collateral is free being sold or transferred either (a) in the ordinary course of business or (b) following the occurrence and clearduring the continuance of an Event of Default. The Subordinated Creditors agree that immediately upon the written request of the Senior Creditor therefor, on the date of such deliverySubordinated Creditors will execute, of deliver and file any and all Liens arising from such Person’s own actstermination statements, lien releases or other agreements or instruments as the Senior Creditor shall reasonably deem necessary or appropriate in order to give effect to the foregoing provisions of this section 8. Section 12.9 The Subordinated Creditors hereby irrevocably appoint the Senior Creditor the true and lawful attorneys of the Subordinated Creditors for the purpose of executing and filing any such termination statements, lien releases or other agreements or instruments. Without limiting the generality of the foregoing provisions of this section 8, the Senior Creditor may (but shall not be applicable to any actions required obligated to) cause an independent appraisal to be taken by made as to the Agent under fair value of any Collateral proposed to be sold or transferred and may conclusively rely upon the results of any such appraisal. The Borrowers agrees to reimburse the Senior Creditor on demand for the cost of any such appraisal and any unreimbursed amounts shall constitute Senior Obligations for all purposes of this SectionAgreement.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this AgreementAgreement and following the Credit Parties’ delivery of a written release of claims in favor of Agent and Lenders in form and substance satisfactory to Agent in its sole discretion, the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such documents, at Borrower’s the Credit Parties’ expense, as are necessary to release Agent’s Lenders’ Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrowerthe Credit Parties, and the Credit Parties agree that they shall have no right to file any UCC termination statement with respect to any of the UCC financing statements in favor of Agent and Lenders until all Obligations are satisfied and performed in full, as provided herein, including, without limitation, the delivery of the written release described above; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent or any Lender. Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.”

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of BorrowerGuarantor, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.312.3 of the Loan Agreement, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this the Loan Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at BorrowerGuarantor’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerGuarantor; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived -6- automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 of the Loan Agreement shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as 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 a fee of Ten Thousand and 00/100 Dollars ($10,000.00) for each Collateral Pool Property to be released and all costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, attorneys' fees, (ii) at the time of the request for such release, no Default or Event of Default has occurred or Potential Default shall exist, and is continuing(iii) after giving effect to such release, upon request no Event of BorrowerDefault or Potential Default shall exist, Agent and Borrower shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of be in compliance with the all provisions of the Loan Documentshereof, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that if such release would otherwise cause Borrower to be in non-compliance with the parties agree thatSublimits set forth in SECTION 2.5.1, notwithstanding any Borrower shall have the opportunity to cure the same prior to or simultaneously with such termination release by either (a) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, or (b) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the 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 execution, delivery or filing subject Collateral Pool Property. Upon the release of any such documents or the return of any Collaterala Lien on a Collateral Pool Property, if and to the extent that any owner of such payment made or received Collateral Pool Property owns no other Collateral Pool Properties, such owner shall be released from its obligations under the Loan Documents, except as otherwise expressly provided in the Loan Documents. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the Obligations is subsequently invalidatedlast property in the Collateral Pool prior to the Maturity Date, determined unless Borrower has elected to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person terminate this Agreement under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionSECTION 2.13 hereunder.

Release of Collateral. So long as Prior to the Revolving Credit Note Expiration Date, 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 (a) Lender a release fee of Five Thousand and NO/100 Dollars ($5,000.00) per each property to be released and (b) Lender and Servicer, respectively, all costs and expenses that Lender and Servicer incur in connection with such release, including, but not limited to, attorneys' fees, (ii) at the time of the request for such release, no Default or Event of Default has occurred or Potential Default shall exist, and is continuing(iii) after giving effect to such release, upon request no Event of BorrowerDefault or Potential Default shall exist, Agent and Borrower shall be in compliance with all provisions hereof, further provided that if such release any Lien granted would otherwise cause Borrower to be in non-compliance with the Sublimits set forth in SECTION 2.5.1, Borrower shall have the opportunity to cure the same ------------- prior to or held simultaneously with such release by Agent upon either (1) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, or (2) prepaying so much of the Revolving Credit Note and/or any Collateral being sold or disposed of Fixed Rate Notes then outstanding, as is necessary to cause compliance with the Sublimits, all in compliance accordance with the provisions of SECTION 4.3.2. ------------- 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 subject Collateral Pool Property. Upon the release of a Lien on a real property, if the owner of such property owns no other properties in the Collateral Pool, such owner shall be released from its obligations under the Loan Documents, except as determined by Agent otherwise expressly provided in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and Documents. Notwithstanding any of the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent foregoing to the return contrary, under no circumstances may Borrower receive a release of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Security Instrument with respect to the Obligations is subsequently invalidated, determined last property in the Collateral Pool unless Borrower has elected to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor terminate this Agreement in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agentaccordance with SECTION 2.13.3. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.--------------

Release of Collateral. So Prior to the occurrence of a Default or an Event of Default, Borrowers shall be entitled to obtain a release of the Lenders' Liens with respect to certain of the Collateral designated by Borrowers so long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any (a) either (i) the Collateral being released is not required to be pledged to the Lenders pursuant to the terms of this Agreement, (ii) the Collateral being released is being sold by such Borrower (provided, that, if the purchaser or disposed 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 does not exceed three percent (3%) of Total Capital and the 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 Total Capital), or (iii) the Collateral being released is being pledged by such Borrower to secure Debt which such Borrower is entitled to incur under Section 8.5 and such Borrower is entitled under Section 8.7 to grant a lien on xxxx Xxxxxxeral being released in favor of the Person for whom, and securing the Debt which, such lien is then being created to secure, (b) Borrowers shall continue to be in compliance with under this Agreement following the provisions release of such Lenders' Liens, and (c) Borrowers have reduced the Loan Documentsamount outstanding under the Credit Facilities in an amount deemed satisfactory by Agent, as determined by Agent in its sole discretion. Subject , due to Section 12.3, promptly following indefeasible payment in full in cash such release of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long Unless the Collateral Agent has received written notice from a Secured Party or the Company (and such notice is designated as no Default or the "Notice of Event of Default") that an Event of Default has occurred exists, the Collateral Agent may (and is continuingshall at the request of any Grantor), upon request at least ten Business Days prior written notice to the Secured Parties (but without the approval of Borrowerany Secured Party), Agent shall (i) release any Lien granted Collateral which is permitted to or held by Agent upon any Collateral being be sold or disposed of in compliance with or otherwise released pursuant to the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) 2008 Credit Agreement and the termination of this Agreement, the Liens created hereby shall terminate Note Purchase Agreements and Agent shall execute and deliver such documentsreleases as may be necessary to terminate of record the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such Collateral, at Borrower’s expenseprovided that any sale or other disposition which requires a further consent of any Secured Party under the 2008 Credit Agreement or either Note Purchase Agreement, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; providedcase may be, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed permitted thereunder without receipt of the required further consent; and (ii) subordinate any Lien on any property which constitutes Collateral to have made the holder of any representation purchase money security interest in such property or warranty with respect lease of equipment and so long as such purchase money security interest or the Lien under such equipment lease attaches only to the property so acquired or leased and is permitted by the Financing Documents. In determining whether any such release or subordination is permitted, the Collateral Agent may, in the absence of actual notice to the contrary (and without any review of any Financing Document or any other investigation or inquiry), conclusively rely upon a certificate from the Company that such release or subordination is permitted by the applicable Financing Documents if not acting in bad faith. The Secured Parties hereby empower and authorize the Collateral Agent to execute and deliver to the Company and its Subsidiaries on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 Document or which shall not be applicable to any actions required to be taken otherwise have been approved by the Agent under this SectionRequired Secured Parties in writing.

Release of Collateral. So long as (a) If no Default or Event of Default has occurred and is continuing, upon request the Borrower may, by delivery of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed a certificate of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return a Responsible Officer of the Collateral Manager delivered to Borrowerthe Collateral Agent and the Custodian (with a copy to the Collateral Administrator) 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, direct the Collateral Agent (or the Custodian on its behalf) to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Collateral Agent (or Custodian, as applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or the Custodian on its behalf) may deliver any such item in physical form for examination in accordance with street delivery custom; provided, howeverfurther, that neither the parties agree that, notwithstanding any such termination or release or Collateral Agent nor the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not Custodian will be deemed to have made any representation notice of an Event of Default unless it has received notice thereof. Notwithstanding the foregoing, a Trade Ticket or warranty with other confirmation of trade in respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, sale of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken Collateral delivered by the Agent under Borrower (or the Collateral Manager on its behalf) to the Collateral Agent, the Collateral Administrator and the Custodian shall constitute certification as to the matters described in this SectionSection 8.10, and the Collateral Agent, the Collateral Administrator and the Custodian may conclusively rely on such certification.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue Katapult SPV-1 LLC – Loan and Security Agreement 92 as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole reasonable discretion. Subject to Section 12.312.3 hereof, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to for which no claim has been made) and the termination of this Agreementany events or claims that would give rise thereto are not then pending), the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to the acts or omissions of Agent or any actions required to be taken by the Agent under this Sectionof its agents or representatives.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon the written request of BorrowerBorrowers, Agent shall release any Lien granted to or held by Agent for the benefit of Lenders upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretionPermitted Discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than any indemnity obligations under the Loan Documents that are not then due and payable or with respect for which any events or claims that would give rise thereto are not, to which no claim has been madethe knowledge of any Credit Party, then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such documents, at Borrower’s Credit Parties’ expense, as are necessary to release Agent’s Lenders’ Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerCredit Parties; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent or any Lender. Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to acts and that any actions required to be taken document executed by the Agent under this Sectionin connection therewith has been duly authorized, executed and delivered.

Release of Collateral. So long At such time as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions (i) all of the Loan DocumentsObligations, as determined by Agent in its sole discretion. Subject including all principal, interest and other amounts owing with respect to Section 12.3the Loans or the Notes, promptly following indefeasible payment in full in cash the Borrower’s obligations to reimburse the L/C Issuer for drawings under Letters of all Obligations Credit and the other obligations under the Credit Documents (other than indemnity obligations under the Loan Documents Sections 2.12(c), 2.13, 2.14 and 8.02 that are not then due and payable payable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or with respect cash collateralized to which no claim has been madethe reasonable satisfaction of the Administrative Agent and L/C Issuer in amount equal to 107% of the aggregate face amount thereof, and (ii) the counterparties and other beneficiaries under Lender Rate Contracts have evidenced their agreement to release of the termination of this AgreementCollateral in a writing or other manner reasonably acceptable to the Administrative Agent, the Administrative Agent shall be authorized to release the Collateral from the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in by the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerSecurity Documents; provided, however, that the parties agree that, notwithstanding any such termination or release or (x) the executionAdministrative Agent and the Lenders shall be entitled to the benefits of all the ongoing reimbursement obligations and indemnities set forth in the Credit Documents, delivery or filing including without limitation those set forth in Sections 2.12(c), 2.13, 2.14 and 8.02 of any such documents or this Agreement, in each case subject to the return of any Collaterallimitations set forth therein, if any, and (y) to the extent that any payments or proceeds received pursuant hereto or otherwise in respect of the Obligations, or any part of such payment made or received with respect to the Obligations is payments, shall be subsequently invalidated, determined declared to be fraudulent, a fraudulent conveyance, or preferential, set aside, defeased or aside and/or required to be repaid to the Borrower, any Guarantor, a trustee, receiver, debtor in possession, receiver, custodian or any other Person party, whether under any Debtor Relief Lawbankruptcy law, state or federal law, common law or equitable cause cause, or any other lawotherwise, then to the Obligations extent that such payment or proceeds received by any such Person is rescinded or must be otherwise restored by any such Person, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which were intended to be satisfied by satisfied, and all rights of such payment 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 shall continue in full force and effect, as if such payment or proceeds had not never been received by such Person, and this section 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 the Liens created hereby shall be revived automatically without any action on the part of any party hereto recourse, and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made without any representation or warranty with respect 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 any Collateral so delivered except that such Collateral is free and clearconfirm, on the date assure or give notice of such delivery, of any termination and take such actions as may be necessary to redeliver or release all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionCollateral within its control.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.313.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under Loan and Security Agreement (Ashford) the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Agent Lender shall execute and deliver such documents, at Borrower’s 's expense, as are necessary to release Agent’s Lender's Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentLender. Agent Lender shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s 's own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.Loan and Security Agreement (Ashford)

Release of Collateral. So long (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 continuing, upon request continuing or would occur immediately following such release; (ii) Collateral which may be released with the consent of Borrower, Agent shall release any Lien granted Holders pursuant to or held by Agent upon Article Ten hereof; (iii) any Collateral being sold which is required to be released by the Intercreditor Agreement; (iv) all Collateral upon discharge or disposed defeasance of this Indenture in compliance accordance with Article Eight hereof; and (v) all Collateral upon the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received Company with respect to the Obligations is subsequently invalidatedSecurities. Upon receipt of such Officers’ Certificate, determined 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, Mortgage Trustee or Collateral Agent, as applicable, 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 fraudulent or preferential, set aside, defeased or required released pursuant to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent this Indenture and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionDocuments.

Release of Collateral. So 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 Default or Event of Default has Evenx xx Xxfault shall have occurred and is continuingthen be continuing at such time, upon request of Borrower, Agent then the Collateral shall release any Lien granted to or held be released from the Liens created by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of Security Documents and all Obligations obligations (other than indemnity those expressly stated to survive such termination) of the Collateral Agent, the Borrower and each Guarantor thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower and its respective Subsidiaries; provided however, that (A) the Holders shall also grant a similar release of Collateral, (B) the 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 Holders and (C) the obligations of the Borrower arising under this Agreement and the Credit Documents rank pari passu and equal in right of payment with all of the other Debt of the Borrower, which is not by its terms secured by any assets of the Borrower and its Subsidiaries, and which is not subordinate in right of payment to any other Debt of the Borrower or its Subsidiaries. At the request and expense of the Borrower following any such termination and release, the Collateral Agent shall deliver to the Borrower or such respective Subsidiary any Collateral held by the Collateral Agent under the Loan Documents Security Documents, 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 are is either (i) not then due rated by both S&P and payable Moody's or with respect (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 expense of the Borrower, the Borrower shall proxxxxx, or such cause each of its Subsidiaries to which no claim has been made) promptly, execute and deliver to the termination of Collateral Agent such security agreements, amendments to this 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 security interest, in order to cause the Collateral to be subject to the Liens created hereby shall terminate by the Security Documents as of the Effective Date, and Agent the Company shall execute and deliver such documentssecurity agreements, at Borrower’s expenseamendments to this Agreement, other documents and legal opinions, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on Banks may reasonably request in connection with the part foregoing grant of any party hereto a security interest, and shall continue as if such payment had not been received by Agent. Agent the provisions of this Section 9.18 shall not be deemed to have made any representation or warranty with respect apply to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Sectionfuture Ratings Increase.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any Katapult SPV-1 LLC – Loan and Security Agreement representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. (a) So long as no Early Wind-Down Trigger Event, Default or Event of Default has occurred and is continuing, upon request of BorrowerIssuer, Agent Collateral Trustee (at the written direction of Administrative Agent) shall release any Lien granted to or held by Agent Collateral Trustee upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Transaction Documents, as determined by Administrative Agent in its sole discretion, subject to compliance with Sections 2.5 and 2.6 hereof, and this Section 12.11, as applicable. Subject to Section 12.3Issuer shall, promptly following indefeasible payment or shall cause the Servicer to, immediately deposit all proceeds from any such sale or disposition into the Collateral Account. Upon receipt of the proceeds of such sale or disposition in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or accordance with respect to which no claim has been made) and the termination of this Agreement, Administrative Agent and Collateral Trustee (at the Liens created hereby shall terminate and Agent written direction of the Administrative Agent) shall execute and deliver such documents, at BorrowerIssuer’s expense, as are necessary to release AgentCollateral Trustee’s Liens in on the applicable Collateral and shall return or cause the return of or consent to the return of the applicable Collateral to BorrowerIssuer; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Administrative Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Administrative Agent. Neither Administrative Agent nor Collateral Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So The Collateral Agent shall release the Lien of any Security Document in respect of Collateral, upon the written request of the Pledgor, so long as the release of such Collateral is permitted by the applicable Security Document, the Credit Agreement and the Additional Secured Debt Documents (if any). Upon any request by the Pledgor to the Collateral Agent to release any Collateral, the Pledgor shall deliver to the Collateral Agent a certificate of an officer of the Pledgor and an opinion of counsel to the effect that such release is permitted pursuant to this Section 14.2. For purposes of this provision, the Collateral Agent shall be entitled to rely upon the certificate of the Pledgor in respect of the release of any Collateral; provided that the officer’s certificate delivered pursuant to the preceding sentence states that (i) no Default or Event of Default has occurred and is continuingcontinuing and (ii) the aggregate value of the Collateral so released during any calendar year, upon request of Borrowerafter taking into account the requested release, shall not exceed $5,000,000. The Collateral Agent shall release any Lien granted to or held by promptly provide the Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this AgreementAdditional Debtholders (or, if applicable, the Liens created hereby shall terminate Additional Secured Debt Agent) with copies of any such certificate and/or opinion delivered to it. If (i) an Event of Default has occurred and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in is continuing or (ii) the Collateral and shall return or cause the return of or consent to the return aggregate value of the Collateral to Borrower; providedbe released during any calendar year (after taking into account the requested release) will exceed $5,000,000, howeverthe Collateral Agent shall be entitled to rely upon a written certification of the Agent that such disposition is permitted under the Credit Agreement and upon a written certification of each Additional Secured Debt Agent (or, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing if there is no Additional Secured Debt Agent in respect of any Additional Secured Debt, the holders of a majority of the principal amount of such documents or the return Additional Secured Debt) in respect of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except Additional Secured Debt that such Collateral disposition is free and clear, on permitted under the date of Additional Secured Debt Documents relating to such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionAdditional Secured Debt.

Release of Collateral. (a) So long as no Early Wind-Down Trigger Event, Default or Event of Default has occurred and is continuing, upon request of BorrowerIssuer, Collateral Agent (at the written direction of Administrative Agent) shall release any Lien granted to or held by Collateral Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Transaction Documents, as determined by Administrative Agent in its sole discretion, subject to compliance with Sections 2.5 and 2.6 hereof, as applicable. Subject to Section 12.3, promptly following indefeasible payment Upon receipt of the proceeds of such sale or disposition in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or accordance with respect to which no claim has been made) and the termination of this Agreement, Administrative Agent and Collateral Agent (at the Liens created hereby shall terminate and Agent written direction of the Administrative Agent) shall execute and deliver such documents, at BorrowerIssuer’s expense, as are necessary to release Collateral Agent’s Liens in on the applicable Collateral and shall return or cause the return of or consent to the return of the applicable Collateral to BorrowerIssuer; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Administrative Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Administrative Agent. Neither Administrative Agent nor Collateral Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, The Collateral Agent shall not at any time release any Lien granted to or held Collateral from the security interests created by Agent upon any the Collateral being sold or disposed of Agreements unless such release is in compliance accordance with the provisions of this Indenture and the Loan Documentsapplicable 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 released 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, the Collateral Agent or the Holders, conduct ordinary course activities with respect to the Collateral, including, without limitation: (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Collateral Agreements that has become worn out, defective, obsolete or not used or useful in the business, (ii) abandoning, terminating, canceling, releasing or making alternations in or substitutions of any leases or contracts subject to the Lien of this Agreement or any of the Collateral Agreements, (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Collateral Agreements that 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 determined permitted by Agent 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 its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash the ordinary course of all Obligations (other than indemnity obligations under the Loan Documents business that are not then due and payable or with respect to which no claim has been made) otherwise prohibited by this Agreement and the termination 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 this Agreementaccounts 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, the Liens created hereby Trustee shall terminate and instruct the Collateral Agent shall to execute and deliver such documents, at Borrower’s expenseinstruments, agreements, filings or statements and to take such other action as are necessary the Company may request to release Agent’s Liens in evidence or confirm that the Collateral and shall return or cause falling under this Section 12.03 has been released from the return Liens of or consent to the return each of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionAgreements.

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under contingent indemnification Obligations to the Loan Documents that are not then due and payable or with respect to which extent no claim giving rise thereto has been madeasserted) and the termination of this Agreement, the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such documents, at Borrower’s the Credit Parties' expense, as are necessary to release Agent’s Lenders' Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrowerthe Credit Parties; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by AgentAgent or any Lender. Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s 's own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as no Default or Event of Default has occurred Promptly following full performance and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this the Loan Agreement, and the execution and delivery of a written release by the Debtor of all claims against Secured Party and the Lender, and so long as no suits, actions, proceedings, or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are indemnified liabilities under the Loan Agreement, then the security interests and Liens created hereby shall terminate and Agent Secured Party shall execute and deliver such documents, at Borrowerthe Debtor’s expense, as are necessary to release AgentSecured Party’s security interests and Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to BorrowerDebtor at the address of Debtor set forth herein or at such other address as Debtor may direct in writing; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby Secured Party or any Lender. Neither Secured Party nor any Lender shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered delivered, except that such Collateral is free and clear, on the date of such delivery, of any and all Liens liens, charges and encumbrances arising from such PersonSecured Party’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.”

Release of Collateral. So long as no Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. (a) So long as no Trigger Event, Default or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent in its sole discretion, subject to compliance with Sections 2.5 and 2.6 hereof, as applicable. Subject to Section 12.3, promptly following indefeasible payment Upon receipt of the proceeds of such sale or disposition in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or accordance with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in on the applicable Collateral and shall return or cause the return of or consent to the return of the applicable Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.

Release of Collateral. So long as no Default or Event Each of Default has occurred the Purchasers hereby consents to the release and is continuing, upon request of Borrower, hereby directs the Collateral Agent shall to release any Lien granted to or held by Agent upon any Collateral being sold or disposed of collateral identified in compliance the Transaction Documents in accordance with the specific terms and provisions of the Loan Transaction Documents. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, as determined the Collateral Agent is hereby irrevocably authorized by each Purchaser (and each such Purchaser hereby expressly consents), and the Collateral Agent in its sole discretion. Subject hereby agrees with Dermavant, to Section 12.3, promptly following indefeasible payment in full in cash 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 Obligations Purchasers (other than indemnity obligations under the Loan Documents provided that are not then all amounts due and payable under this Agreement through the Termination Date have been paid in full) or with respect (b) if such collateral is sold, transferred or otherwise disposed of to which no claim has been made) 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 termination 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 this AgreementDermavant, the Liens created Collateral Agent and the Purchasers. The Purchasers hereby shall terminate direct the Collateral Agent, and the Collateral Agent shall 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 documentsdocuments and to perform other actions reasonably requested by Dermavant and, at BorrowerDermavant’s expense, as are necessary to release the Liens when and as directed in this Section 9.10. Upon request by the Collateral Agent at any time, the Purchasers will confirm in writing the Collateral Agent’s Liens in the Collateral and shall return authority to release, or cause the return subordinate its interest in, particular types or items of or consent collateral pursuant to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and this Section 9.10 solely to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionAgreement.

Release of Collateral. So long as no Default or Event of Default has occurred This Agreement and is continuing, upon request of Borrower, Agent the collateral security interest granted by the Grantors hereby shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of (i) remain in compliance full force and effect until terminated in accordance with the provisions of the Loan DocumentsSection 20(c), as determined by Agent in (ii) be binding upon each Grantor, its sole discretion. Subject to Section 12.3successors and assigns, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that no Grantor shall make any assignment hereof without the parties agree thatprior consent of the Agent, notwithstanding and (iii) inure, together with the rights and remedies of the Secured Parties hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any such termination Lender may assign to one or release more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the execution, delivery or filing of any such documents or Credit Agreement (to the return of any Collateral, if extent permitted by the Credit Agreement); and to the extent that of any such payment made assignment or received with respect participation such other Person shall, to the Obligations is subsequently invalidatedfullest extent permitted by law, determined thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Credit Agreement, including Article XII thereof concerning the Agent and Article XIII thereof concerning assignments and participations. Except as permitted by the Credit Agreement, no Grantor shall sell, lease, transfer or otherwise dispose of any item of Collateral during the term of this Agreement without the prior written consent of the Agent to such sale, lease, transfer or other disposition. On the Facility Termination Date, the Collateral shall be fraudulent automatically released from the Liens created hereby, all rights to the Collateral shall automatically revert to the Grantors, and this Agreement and all obligations of the Grantors hereunder shall terminate without delivery of any instrument or preferentialperformance of any act by any party. Upon the satisfaction of all obligations of Grantor under the Facility Guaranty and Credit Agreement, set asideLender shall forthwith execute and deliver to Grantor, defeased in a form acceptable to Grantor, all termination statements and other instruments as may be necessary and proper to terminate and release Lender's security interest in and any interest, lien, encumbrance or required claim of Lender in and to the Collateral. Upon such satisfaction of Grantor's obligations under the Facility Guaranty and Credit Agreement, the Agent shall redeliver all documents embodying such Collateral as may be repaid to a trustee, debtor in Agent's possession, receiver, custodian custody or any other Person under any Debtor Relief Law, common law controlthen held by or equitable cause or any other law, then for the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby Lenders and execute and deliver to each Grantor such documents as it shall reasonably request to evidence such termination and release, including without limitation, releases of the Secured Parties' interest in any interest, lien, encumbrance or claim of the Secured Parties in and to the Collateral, in separate documents, in a form acceptable to Grantor for recordation by Grantor in those countries in which Collateral now or hereafter exists, as may be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received requested by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionGrantor.

Release of Collateral. So long as no Default or (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 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 Issuer (as the case may be) 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 request receipt of Borrowersuch Issuer Order, Agent the Trustee shall release deliver any Lien granted such Asset, if in physical form, duly endorsed to the broker or held purchaser designated in such Issuer Order or, if such Asset is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by Agent upon the Collateral Manager in such Issuer Order; provided that the Trustee may deliver any such Asset in physical form for examination in accordance with street delivery custom; provided that, for purposes of this Section 10.8 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 being sold or disposed of Manager, and shall constitute a direction and certification that the transaction is in compliance with the and satisfies all applicable provisions of the Loan Documents, as determined by Agent in its sole discretion. Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due such Sections and payable or with respect to which no claim has been made) and the termination Article XII of this Agreement, the Liens created hereby shall terminate and Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this SectionIndenture.

Release of Collateral. So long as (a) If no Default or Event of Default has occurred and is continuing, upon request the Borrower may, by delivery of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed a certificate of in compliance with the provisions a Responsible Officer of the Loan DocumentsCollateral Manager delivered to the Collateral 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 Collateral Agent (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 such certificate, the Collateral Agent (or Document Custodian, as determined applicable) shall deliver any such item, if in physical form, duly endorsed to the broker or purchaser designated in such certificate or, if such item is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such certificate; provided that the Collateral Agent (or Document Custodian, as applicable) may deliver any such item in its sole discretionphysical form for examination in accordance with street delivery custom. (b) Subject to Section 12.3, promptly following indefeasible payment in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or with respect to which no claim has been made) and the termination terms of this Agreement, the Liens created hereby shall terminate and Collateral Agent shall execute and deliver such documents, at Borrower’s expenseor Document Custodian, as applicable, shall, upon the receipt of a certificate of the Borrower, by delivery of a certificate of a Responsible Officer of the Collateral Manager, deliver any Collateral as instructed in such certificate, and execute such documents or instruments as are presented by the Borrower or the Collateral Manager and are reasonably necessary to release Agent’s Liens 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 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 Collateral and shall return or cause the return of or consent to the return of the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent shall not be deemed to have made deposit any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts. Section 12.9 shall not be applicable to any actions required to be taken by the Agent under this Section.proceeds