Common use of Release; Termination Clause in Contracts

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with as permitted by the Transaction Documents and receipt by the Collateral Agent of a written certification by the Company that such disposition or other event, as applicable, is not permitted under the terms of the Loan Transaction Documents or otherwise as specified (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), then, in Section 9.10 the case of the Credit foregoing clause (i), the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary, as applicable, shall immediately terminate and automatically be released and, in the case of the foregoing clause (ii), Collateral Agent will, in each case and subject to the Intercreditor Agreement, promptly deliver at the Grantor’s request to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Collateral Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, howeverthat, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (such documents are required by Grantor, or such later date as may be reasonably acceptable to lesser period of time agreed by the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which form shall be reasonably acceptable to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is will be in compliance with the Loan Transaction Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon At such time as the latest of (i) Obligations shall have been paid in full, the payment in full in cash of Collateral shall be released from the Secured Obligations Liens created hereby, and this Agreement and all obligations (other than contingent indemnification obligations as those expressly stated to which (x) no claim has been made or (y) if a claim has been made survive such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(gtermination) of the Credit Agreement Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of all Letters any instrument or performance of Creditany act by any party, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon At the request and sole expense of any Grantor following any such termination, the Collateral Agent willshall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, at the applicable Grantor’s expense, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence such termination. At the request and sole expense of the Company, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of. (c) The Noteholders irrevocably authorize the Collateral Agent to and the Collateral Agent shall upon receipt by the Collateral Agent of a written certification by the Company that such release or other event, as applicable, is not prohibited under the terms of the Transaction Documents (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry): (i) release any Lien on any property granted to or held by the Collateral Agent under any Transaction Document if required or otherwise approved, authorized or ratified in writing in accordance with the terms of the Transaction Documents, including pursuant to the Intercreditor Agreement; (ii) release the Company or any Guarantor from its obligations under the Transaction Documents if such person (i) ceases to be a Subsidiary or (ii) becomes an Unrestricted Subsidiary, in each case, as a result of a transaction or designation permitted under the terms of the Transaction Documents; provided that no such release shall occur with respect to an entity that becomes an Unrestricted Subsidiary if the Company or any Guarantor continues to be a guarantor in respect of the ABL Facility unless and until each guarantor is (or is being simultaneously) released from its guarantee with respect to the ABL Facility; (iii) release any Lien on any property granted to or held by the Collateral Agent under any Transaction Document on any assets that are excluded from the Collateral; and (iv) enter into or amend an intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral. (d) Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the Collateral Agent shall, upon receipt by the Collateral Agent of a written certification by the Company that such disposition or other event, as applicable, is not prohibited under the terms of the Transaction Documents (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), without notice to or vote or consent of, any Noteholder, take such actions as shall be reasonably requested in writing by the Company as necessary or desirable to release, or document the release, by the Collateral Agent, of the security interest in any Collateral being sold, disposed of or transferred in a transaction permitted by the Transaction Documents, in each case to a person other than the Company and its Subsidiaries, and to release any guarantee obligations under any Transaction Documents of any person being sold, disposed of or transferred to a person other than the Company or its Subsidiaries, or no longer required to provide a guaranty hereunder to the extent necessary to permit consummation of such sales or dispositions of assets in accordance with the Transaction Documents.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any Documents and as to such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, matters as the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Personmay request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount not yet accrued and has been Cash Collateralized) and payable), (ii) the expiration or Latest Maturity Date of all Loans and Commitments and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or as otherwise as specified in Section 9.10 directed or required by any order of the Credit AgreementBankruptcy Court, the security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (such documents are required by Grantor, or such later date as may be reasonably acceptable to lesser period of time agreed by the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Collateral Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor or the applicable transferee Loan Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor Loan Party shall have delivered to the Collateral Administrative Agent, at least five days 5 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor Loan Party to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Administrative Agent may reasonably request, and (iii) the proceeds of any Borrower shall comply with Section 2.06 with respect to such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Persondisposition. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations which are not then due and payable; provided that in the case of any such obligations as to which (x) no claim the Administrative Agent or any Lender Party has been made or (y) if a claim which has not been made satisfied, such claim is obligations have been cash collateralized in a determinable an amount and has been Cash Collateralized) and sufficient in the reasonable judgment of the Administrative Agent or such Lender Party to satisfy such claim), (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Collateral Administrative Agent will, at the applicable GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness, which shall be automatically released), the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Administrative Agent may reasonably request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 2.05(b) of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the Maturity Date and (iii) the termination, expiration or termination or Cash Collateralization or, if agreed by the applicable L/C Issuer in accordance with Section 2.03(g) of the Credit Agreement its sole discretion, cash collateralization of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Collateral Agent may reasonably request, and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.05(b) of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount not yet accrued and has been Cash Collateralized) and payable under the Loan Documents), (ii) the expiration or Maturity Date for the Revolving Credit Facility, (iii) the Maturity Date for the Term Loan Facility and (iv) the cash collateralization, back-stop (on terms reasonably satisfactory to the Collateral Agent), termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Note Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.03 of the Indenture, (y) the release of any Grantor from its obligations under the applicable Note Guarantee, if any, in accordance with the terms of the Loan Note Documents or otherwise as specified (z) the release of a Lien in any Collateral of any Grantor required by Section 9.10 2.05 of the Credit Intercreditor Agreement, the Noteholder Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Noteholder Collateral Agent, at least five days ten Business Days (or such shorter period as the Noteholder Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Noteholder Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Note Documents and as to such other matters as the Noteholder Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 4.13 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Noteholder Collateral Agent when and as required under Section 2.05 4.13 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonIndenture. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Noteholder Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents in form and substance reasonably satisfactory to the Administrative Agent as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.3 of the 2005 Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 2.3 of the 2005 Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Revolving Credit Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or -------------------- other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) in the case of a transaction effected under Section 5.02(e)(vi) or (vii) of the Credit Agreement, at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days six Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement. (b) Upon the sale of any Equity Interests in any Grantor in accordance with the provisions of Section 5.02(m)(iii) of the Credit Agreement, the Collateral Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of all items of Collateral owned by such Grantor or in which such Grantor has an interest from the security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing and (ivii) such Grantor shall have delivered to the Collateral Agent, at least six Business Days prior to the date of the proposed release, a written request describing the items of Collateral and together with respect to sales, leases, transfers or the dispositions a form of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited release for execution by the Credit Agreement, the Liens granted herein shall, Collateral Agent and a certificate of such Grantor to the extent contemplated effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (c) In connection with the granting of a Lien permitted by Section 9.10 5.02(a)(iv) of the Credit AgreementAgreement in any real estate or equipment owned by a Grantor, be deemed the Collateral Agent shall, at such Grantor's request if required by the lender or lessor providing Debt to be released secured by such Lien, at such Grantor's expense, either (i) subordinate the security interest granted hereby in the applicable item or items of Collateral owned by such Grantor to the Debt to be secured by such Lien on terms reasonably acceptable to the lender or lessor providing such Debt, or (ii) if such lender or lessor is not willing to accept a subordination of the security interest granted hereby, execute and deliver such documents as such Grantor shall reasonably request to evidence the release of such item or items of Collateral from the security interest granted hereby; provided, however, that such Grantor shall have delivered to the Collateral Agent, at least six Business Days prior to the date of the proposed subordination or release, a written request describing the items of Collateral and together with no further action on a form of subordination or release for execution by the part Collateral Agent and a certificate of any Personsuch Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (bd) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent inchoate indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and reimbursement Obligations), (ii) the expiration or Termination Date, (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, and (iv) the pledge expiration or termination of all Secured Hedge Agreements, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral Collateral, whether direct or indirect, of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 7.05 of the Credit Agreement, the Collateral Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent (iiior the Required Lenders through the Administrative Agent) may reasonably request. The provisions of this Section 2.7(a) shall apply to Dispositions of the proceeds capital stock of any such sale, lease, transfer a Grantor (whether direct or other disposition required to be applied, or any payment to be made indirect) in connection therewith, in accordance compliance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 7.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral then held by the Administrative Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 the terms of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit this Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim demand has been made or (y) if a claim has been made such claim is in a determinable amount made), and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement Aggregate Commitment (as defined in each of all Letters of Creditthe Loan Agreements), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) (i) Upon (A) any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor as permitted by the Loan Documents, and (B) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary in accordance a manner permitted by the Loan Documents, and (ii) upon any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary in a manner permitted by the Loan Documents, and, in each case (other than with respect to Dispositions of Collateral not comprising TMM Assets), receipt by the Agent of a written certification by Borrower that such Disposition or other event, as applicable, is permitted under the terms of the Loan Documents or otherwise as specified (which written certification the Agent shall be entitled to rely conclusively without further inquiry), then in Section 9.10 the case of the Credit foregoing clause (i), the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary, as applicable, shall immediately terminate and automatically be released, and in the case of the foregoing clause (ii), the security interests granted under this Agreement in the equity interests of such Foreign Subsidiary shall immediately terminate and automatically be released, and Agent will, in each case and subject to the Intercreditor Agreement, promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, howeverthat, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (such documents are required by Grantor, or such later date as may be reasonably acceptable to lesser period of time agreed by the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which form shall be reasonably acceptable to the Agent) and a certificate of such Grantor to the effect that the transaction is will be in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Collateral Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents Note or otherwise as specified related documents (other than sales of inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent Lender will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral AgentLender, at least ten Business Days (five days in the case of the proposed sale of any individual vehicle on which Lender has a lien) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Note and related documents and as to such other matters as the Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement therewith shall, to the extent so requiredrequired under the Note or related documents, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonLender. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditObligations, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Lender will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (other than sales of Inventory in the ordinary course of business) in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementTransaction Documents, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item item(s) of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten (10) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsTransaction Documents and as to such other matters as the Collateral Agent may request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit AgreementAgent, and (iv) the Collateral Agent shall have received written direction from the Buyers in accordance with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Collateral Agency Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations (Obligations, other than any unasserted contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditObligations, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Secured Parties will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Additional Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Additional Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Additional Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 the terms of the Credit this Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions sales and dispositions that are not prohibited explicitly permitted by the Credit AgreementLoan Agreements, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim demand has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralizedmade) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement Aggregate Commitment (as defined in each of all Letters of Creditthe Loan Agreements), the pledge and security interest granted hereby shall terminate and all rights to the Additional Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition (direct or indirect) of any item of Collateral of any Grantor Pledgor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 7.05 of the Credit Agreement, the Collateral Administrative Agent will, at such GrantorPledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, and (ii) such Grantor Pledgor shall have delivered to the Collateral Administrative Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when Documents and as required under Section 2.05 of to such other matters as the Credit Agreement, and Administrative Agent (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in Required Lenders through the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonAdministrative Agent) may reasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Administrative Agent will, at the applicable GrantorPledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such terminationtermination and deliver to such Pledgor all certificates and instruments representing or evidencing the Collateral then held by the Administrative Agent.

Release; Termination. (a) Upon The Liens securing the Existing Notes Obligations will be released, in whole or in part, as provided in Section 12.04 of the Existing Indenture. (b) The Liens securing the New Notes Obligations will be released, in whole or in part, as provided in Section 12.04 of the New Indenture. (c) The Liens securing any sale, lease, transfer or other disposition Additional Pari Passu Obligations of any item Series will be released, in whole or in part, as provided in the Additional Pari Passu Agreement governing such Additional Pari Passu Obligations. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in this Section 9.10 of the Credit Agreement26, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documentsapplicable Second Lien Documents and as to such other matters as the Collateral Agent may reasonably request, and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with (x) Section 2.05 4.10 of the Credit Existing Indenture in the case of the Existing Notes Obligations, (y) Section 4.10 of the New Indenture in the case of the New Notes Obligations and (z) the comparable provision, if any, of any other Additional Pari Passu Agreement in the case of any other Series of Additional Pari Passu Obligations governed by such Additional Pari Passu Agreement, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 such provision of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Personsuch applicable Second Lien Document. (be) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than (with respect contingent indemnification obligations as not yet accrued and payable under the Second Lien Documents) pursuant to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) terms of the Credit Agreement of all Letters of CreditSecond Lien Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or as otherwise as specified in Section 9.10 directed or required by any order of the Credit AgreementBankruptcy Court, the security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral held by it, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (such documents are required by Grantor, or such later date as may be reasonably acceptable to lesser period of time agreed by the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Collateral Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral held by it.

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.10 of the Credit Agreement, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Documents or otherwise as specified (z) the release of a Lien in any Collateral of any Grantor required by Section 9.10 2.05 of the Credit Intercreditor Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount not yet accrued and has been Cash Collateralized) and payable under the Loan Documents), (ii) the expiration or Maturity Date for the Revolving Credit Facility, (iii) the Maturity Date for the Term Loan Facility and (iv) the cash collateralization, back-stop (on terms reasonably satisfactory to the Collateral Agent), termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Credit Party in accordance with the terms of the Loan Documents or otherwise as specified and the DIP Financing Orders (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s Credit Party's expense, execute and deliver to such Grantor Credit Party such documents as such Grantor or the applicable transferee Credit Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor Credit Party shall have delivered to the Collateral Agent, at least five days 5 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor Credit Party to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Collateral Agent may request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement 2.04 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement2.04, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 Collateral Agent of the Credit Agreement, be deemed any Net Cash Proceeds required to be released paid pursuant to Section 2.04 arising from the sale or disposition of such Collateral in accordance with no further action on the part of any Personclause (iii) above. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount are not then due and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Creditpayable), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorCredit Party. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s Credit Party's expense, execute and deliver to such Grantor Credit Party such documents as such Grantor Credit Party shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(g) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, ; (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 Collateral Agent of the Credit Agreement, be deemed to be released with no further action on Net Cash Proceeds arising from the part sale or disposition of any Personsuch Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount are not then due and has been Cash Collateralized) and payable), (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and approve, execute, assign, transfer and/or deliver to such Grantor such documents and instruments (including, but not limited to UCC termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Credit Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.12 of the Credit Agreement, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Credit Documents or otherwise as specified (z) the release of a Lien in any Collateral required by Section 9.10 2.06 of the Credit Intercreditor Agreement, the Collateral Agent willwill (without recourse and without representation and warranty), at such Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor or the applicable transferee Company shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be, from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor Company shall have delivered to the Collateral Agent, at least five days ten (10) Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor an Authorized Officer the Company to the effect that the transaction is in compliance with the Loan DocumentsCredit Documents and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the applicable clause of Section 2.05 5.02 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under the applicable clause of Section 2.05 5.02 of the Credit Agreement, Agreement and (iv) with respect it is hereby acknowledged and agreed that, notwithstanding anything contained herein or in any other Credit Document to salesthe contrary, leases, transfers the sale of Equity Interests in a Credit Party will not be deemed a sale or transfer of the dispositions of Equipment and Inventory ABL Priority Collateral (as defined in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement), if any, owned by such Credit Party and the Liens granted herein shall, to Collateral Agent’s Lien will continue therein unless and until released in accordance with the extent contemplated by Section 9.10 terms hereof and of the other Credit Agreement, be deemed to be released with no further action on the part of any PersonDocuments. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent willwill (without recourse and without representation and warranty), at the applicable Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor Company shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Note Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Article IX of the Indenture, or upon the release of any Grantor from its obligations under the applicable Guarantee, if any, in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementNote Documents, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsNote Documents and as to such other matters as the Collateral Agent may request, and an opinion of counsel to the effect that such release, and the execution and delivery of such documents by the Collateral Agent is permitted under and in compliance with this Agreement and such other Note Documents that may be applicable, and all conditions precedent thereto under this Agreement and any such other Note Documents that may be applicable have been satisfied and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 4.13 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 4.13 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonIndenture. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such terminationtermination as evidenced by a certificate of the Grantor to such effect, and a certificate of the Trustee (which may be based upon and limited to its actual knowledge), the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Administrative Agent may reasonably request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 2.05(b) of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the Maturity Date and (iii) the termination, expiration or termination or Cash Collateralization or, if agreed by the applicable L/C Issuer in accordance with Section 2.03(g) of the Credit Agreement its sole discretion, cash collateralization of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms Section 10.2.6 of the Loan Documents Agreement or otherwise as specified in Section 9.10 pursuant to any other provision of the Credit Agreementthis Agreement or any other Loan Document that expressly requires Agent to release its Liens on Collateral, the Collateral Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, in the case of a release requested in connection with any sale, transfer or other disposition, that (i) at the time of such request and such release release, no Event of Default shall have occurred and be continuingcontinuing and no Default will occur as a result thereof, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which release shall be in form and substance reasonably satisfactory to Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as Agent (or the Required Lenders through Agent) may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 5 of the Credit Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 5 of the Credit Loan Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date for any Grantor, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent under indemnification obligations as to provisions for which (x) no claim has claims have not been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and asserted, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements which have not otherwise been provided for in a manner satisfactory to the Issuing Bank or the Hedge Bank, as the case may be, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor not in accordance with violation of any of the terms of the Loan Documents or otherwise (other than sales of Inventory in the ordinary course of business as specified in Section 9.10 of the Credit Agreementto which any security interest therein shall be automatically released), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, together with lease, transfer or other disposition in reasonable detail, including a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request. (iiib) the proceeds Upon any Transfer of any such sale, lease, transfer a Borrowing Base Asset or other disposition required to be applied, or any payment to be made in connection therewith, designation of a Borrowing Base Asset as a non-Borrowing Base Asset in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 5.02(e)(iii) of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of any item of Collateral related to such Borrowing Base Asset from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing or shall result from such Transfer and (ivii) with respect such Grantor shall have delivered to salesthe Collateral Agent, leasesat least five Business Days prior to the date of the proposed release, transfers or a written request for release describing the dispositions item of Equipment and Inventory in the ordinary course Collateral, including a form of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited release for execution by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonCollateral Agent. (bc) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the Termination Date and (iii) the termination or expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of cash collateralization on terms satisfactory to the Credit Agreement Collateral Agent of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. Upon the effectiveness of any release of the security interest granted herein in any Collateral, Collateral Agent shall promptly authorize Borrower or the applicable Guarantor Grantor to file any UCC amendments terminating any financing statements filed by the Collateral Agent to perfect its security interest in such Collateral granted under any of the Security Documents.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any the Grantor in accordance with the terms of this Agreement (other than sales of Product Inventory in the Loan Documents or otherwise as specified in Section 9.10 ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such the Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such the Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such the Grantor to the effect that the transaction is in compliance with the Loan DocumentsIndentures and this Agreement and as to such other matters as the Collateral Agent may request, (iii) the Grantor shall have delivered any opinions as required under the Indentures and Section 314(d) of the Trust Indenture Act of 1939 and (iv) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement Indentures shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonAgent. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) maturity date of the Credit Agreement of all Letters of CreditNotes in effect from time to time, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents or otherwise as specified Documents, such Collateral shall be released from the assignment and security interest granted hereby, and in Section 9.10 of the Credit Agreementconnection therewith, the Collateral Agent Lender will, at such Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor or the applicable transferee Loan Party shall reasonably request to evidence the release of such item of Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement 2.02, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent Lender when and as required under Section 2.05 of the Credit Agreement2.02, and (iviii) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 Lender of the Credit Agreement, be deemed to be released with no further action on Net Cash Proceeds arising from the part sale or disposition of any Personsuch Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount are not then due and has been Cash Collateralized) and payable), (ii) the expiration or Maturity Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) expiration of the Credit Agreement of all Letters of CreditChicago Guaranty, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Collateral Agent Lender will, at the applicable Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor or release of any Guaranty by a Grantor, in each case in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that provided that: (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, , (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days 10 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of all Secured Obligations, the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) expiration of all Commitments and the Credit Agreement termination or expiration of all Letters of CreditCredit and all Lender Hedging Contracts, the pledge and security interest granted hereby hereunder shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Grantors. (c) Upon any such terminationtermination of the security interests and/or release of Collateral as provided in this Section 21, the Collateral Administrative Agent will, at the expense of the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor it shall reasonably request to evidence the termination of such terminationsecurity interests or the release of such Collateral, as the case may be.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor the Pledgor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantorthe Pledgor’s expense, execute and deliver to such Grantor the Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor the Pledgor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor the Pledgor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Loan Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditSecured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Agent will, at the applicable GrantorPledgor’s expense, execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence such termination.. Cheniere Pledge Agreement

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least five days seven Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, together with lease, transfer or other disposition in reasonable detail, including, without limitation, a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request. (iiib) the proceeds Upon any permitted Transfer or release of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, a Borrowing Base Asset in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 5.02(e)(ii)(C) of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of any item of Collateral related to such Borrowing Base Asset from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing or shall result from such Transfer and (ivii) with respect such Grantor shall have delivered to salesthe Collateral Agent, leasesat least seven Business Days prior to the date of the proposed release, transfers or a written request for release describing the dispositions item of Equipment and Inventory in the ordinary course Collateral, including a form of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited release for execution by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonCollateral Agent. (bc) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default under Section 6.01(a) or (f) under the Credit Agreement and no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(gexpiration (or cash collateralization on terms acceptable to the Collateral Agent) of the Credit Agreement of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified to the extent authorized in Section 9.10 9.11 of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the material terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the Applicable Release Price for such Collateral (if applicable) and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than any contingent indemnification indemnity obligations as to for which (x) no claim has been made or (y) if a claim has been made on the date of such claim is payment in a determinable amount and has been Cash Collateralized) and full), (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the portion of proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(gTermination Date and (iii) of the Credit Agreement separate cash collateralization of all outstanding Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, . Each Grantor acknowledges and (iv) agrees that the Collateral Agent shall be entitled to conclusively rely on a certification by the Borrower with respect to sales, leases, transfers or the dispositions of Equipment and Inventory items set forth in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Personsub-clauses (i) through (iii) above. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, Secured Cash Management Agreements and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent willshall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days 10 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or transferor other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, to the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditSecured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantor subject to the Third Lien Intercreditor and Subordination Agreement, the First Lien Credit Agreement, the Loan Documents (as defined in the First Lien Credit Agreement), the Second Lien Credit Agreement, the Loan Documents (as defined in the Second Lien Credit Agreement), the Credit Agreement and the Loan Documents. Upon any such termination, the Collateral Agent willshall, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (to a personPerson other than another Grantor) in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(e) of the Term Loan Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days (or such shorter period as the Collateral Agent may agree in its sole discretion) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited permitted by the Credit Term Loan Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person, and (ivii ) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Upon the latest of (i) the payment Payment in full in cash Full of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditObligations, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute execute, assign, transfer and deliver to such Grantor such documents and instruments (including, but not limited to UCC-3 termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination; provided that such documents and instruments shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under applicable law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of any Liens without recourse or warranty.

Release; Termination. (a) (x) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of business), and (y) upon the occurrence of the Credit AgreementCollateral Release Date, the Collateral Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, in the case of a release pursuant to clause (x) above, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents together with a form of release for execution by the Administrative Agent and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement. In addition, after December 31, 2005, the Administrative Agent agrees to release the security interest granted hereunder by those Grantors that are Subsidiaries of the Borrower, and to execute and deliver (ivat the Borrower's expense) all documents or other instruments that the Borrower shall reasonably request to evidence such termination and release, so long as at such time (x) no Default or Event of Default has occurred and is continuing, (y) no such Grantor qualifies as a Material Subsidiary and all such Grantors taken together as one entity would not qualify as a Material Subsidiary and (z) the guaranty of such Grantors in favor of the holders of any Subordinated Notes will be terminated simultaneously therewith, subject to receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower as to the satisfaction of the conditions set forth in the preceding clauses (x), (y) and (z), showing the calculations used in determining compliance with respect clause (y). Notwithstanding any other provision herein to the contrary, upon the consummation of any Qualified Receivables Transaction (including without limitation any sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers conveyances or other dispositions and dispositions that are not prohibited by the Credit Agreementtransfers of Receivables Program Assets thereunder), the Liens security interest granted herein shall, hereunder in any Receivables Program Assets subject to the extent contemplated by Section 9.10 of the Credit Agreement, such Qualified Receivables Transaction shall be deemed to be released with no further action on the part of any Personautomatically released. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or termination in full of the Commitments and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit and all Secured Hedge Agreements (or, in the case of Letters of Credit, the Cash Collateralization thereof in an amount equal to 105% of the face value thereof), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default under the Senior Credit Facilities shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Senior Credit Facilities Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Senior Credit Agreement Facilities shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Senior Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonFacilities. (b) Upon the latest of (i) the payment in full in cash of the date on which all Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has shall have been made or (y) if a claim has been made such claim is paid in a determinable amount and has been Cash Collateralized) and full, (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) expiration of each of the Senior Credit Agreement Facilities and (iii) the termination or expiration of all Letters of CreditCredit and all Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Note Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsNote Documents and as to such other matters as the Collateral Agent may reasonably request, and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 4.10 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 4.10 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonIndenture. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than (with respect contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount not yet accrued and has been Cash Collateralized) and (ii) payable under the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditNote Documents), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Noteholder Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Article 9 or Section 10.02 of the Indenture, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Noteholder Documents or otherwise as specified (z) the release of a Lien in any Collateral required by Section 9.10 2.06 of the Credit Intercreditor Agreement, the Noteholder Collateral Agent willwill (without recourse and without representation and warranty), at such Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor or the applicable transferee Company shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be, from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor Company shall have delivered to the Noteholder Collateral Agent, at least five days ten (10) Business Days (or such shorter period as the Noteholder Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Noteholder Collateral Agent and a certificate an Officers’ Certificate and an Opinion of Counsel (as such Grantor terms are defined in the Indenture) to the effect that the transaction is in compliance with the Loan DocumentsNoteholder Documents and as to such other matters as the Noteholder Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Noteholder Collateral Agent when and as required under Section 2.05 of the Credit AgreementIndenture, and (iv) with respect it is hereby acknowledged and agreed that, notwithstanding anything contained herein or in any other Noteholder Document to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreementcontrary, the Liens granted herein shall, to the extent contemplated by Section 9.10 sale of Equity Interests in a Grantor will not be deemed a sale or transfer of the Credit AgreementCollateral, be deemed to be if any, owned by such Grantor and the Noteholder Collateral Agent’s Lien will continue therein unless and until released in accordance with no further action on the part terms hereof and of any Personthe other Noteholder Documents. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Noteholder Collateral Agent willwill (without recourse and without representation and warranty), at the applicable Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor Company shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedprovided , howeverhowever , that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory, equipment and other obsolete or otherwise as specified worn-out equipment in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.03 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to and reimbursement claims in respect of which (x) no claim for payment has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) asserted by the Person entitled thereto), and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release release, no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five 10 days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.04 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent except in respect of indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) that survives repayment of the Credit Agreement of all Letters of Creditindebtedness), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents to any Person other than Holdings, the Company or any Restricted Subsidiary or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate. Upon the release of any Grantor from its Guaranty, if any, in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Lien created under this Agreement on the Collateral of such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the any release of such item of the Lien created under this Agreement on any Collateral from the assignment and security interest granted herebypursuant to this Section 20(a); provided, however, provided that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Administrative Agent a written request for release in reasonable detail therefor describing the item of CollateralCollateral and the terms of the sale, together with a form of release for execution by the Collateral Agent lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) Documents and as to such other matters as the proceeds of Administrative Agent may request. The Administrative Agent shall be authorized to rely on any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Personcertificate without independent investigation. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as Obligations with respect to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount Secured Hedge Agreements and has been Cash Collateralized) Management Obligations not yet due and payable, (ii) the expiration or Maturity Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory or otherwise as specified Licenses granted in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 3.1.1 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 3.1.1 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Rate Protection, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent Lender will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Enforcement Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral AgentLender, at least five 10 business days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 Article II of the Credit Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent Lender when and as required under Section 2.05 Article II of the Credit Loan Agreement, . (b) Upon any sale or transfer of Collateral permitted by the terms of the Loan Agreement and (iv) with respect to sales, leases, transfers or the dispositions transfer and sale of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreementbusiness, the Liens granted herein shallsecurity interest created hereunder in such Collateral (but not the proceeds thereof) shall be released and the Lender will, at the Grantor's sole expense, execute and deliver to the extent contemplated by Section 9.10 of Grantor such documents as the Credit Agreement, be deemed Grantor shall reasonably request to be released with no further action on the part of any Personevidence such release. (bc) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made Obligations, or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditMaturity Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Lender will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Grantor, the terms Designated Purchaser on behalf of the Loan Documents or otherwise as specified in Section 9.10 of the Credit Agreement, the Collateral Agent Secured Parties will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral AgentDesignated Purchaser, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Designated Purchaser (which release shall be in form and substance satisfactory to the Designated Purchaser) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Transaction Documents and as to such other matters as the Designated Purchaser may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, at the discretion of Grantor, to either reinvestment in the business of Grantor or any payment to be made in connection therewith, redemption of the Class A Notes in accordance with Section 2.05 3 of the Credit Agreement shallClass A Notes. Notwithstanding the foregoing, to the extent so requiredit is understood and agreed that all sales of goods and inventory (including laser systems, be paid or disposables and related items) made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business shall automatically be released from the liens created by this Agreement and other sales, leases, transfers shall not require any further act by or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, notice to the extent contemplated by Section 9.10 of Designated Purchaser or the Credit Agreement, be deemed to be released with no further action on the part of any PersonDesignated Purchaser. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Designated Purchaser will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral, if any, then held by the Designated Purchaser.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementPledgor, the Collateral Agent Designated Note Purchaser and the Designated Lender will, at such Grantor’s expensethe Pledgor's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor the Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; providedPROVIDED, howeverHOWEVER, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor the Pledgor shall have delivered to the Collateral Agenteach Secured Party, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Designated Note Purchaser and the Designated Lender (which release shall be in from and substance satisfactory to the Designated Note Purchaser and the Designated Lender) and a certificate of such Grantor the Pledgor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Designated Note Purchaser and the Designated Lender may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required shall be used to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of redeem the Credit Agreement shall, to the extent so required, be paid or made to, or Notes in accordance with the instructions ofterms and conditions of the Notes. Notwithstanding the foregoing, the Collateral Agent when and Pledgor agrees that this Agreement shall continue to be effective or be reinstated, as required under Section 2.05 the case may be, if at any time any payment (in whole or in part) of any of the Credit AgreementSecured Obligations is rescinded or must otherwise be restored by any Secured Party upon the insolvency, and (iv) with respect to sales, leases, transfers bankruptcy or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 reorganization of the Credit AgreementPledgor, be deemed to be released with no further action on the part of any PersonHoldings or otherwise, all as though such payment had not been made. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Agent Designated Note Purchaser and the Designated Lender will, at the applicable Grantor’s expensePledgor's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence such terminationtermination and deliver to the Pledgor all certificates and instruments representing or evidencing the Collateral then held by the Designated Note Purchaser and the Designated Lender.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of business), the Credit Agreementsecurity interest in such Collateral shall, without further action, automatically be released and the Collateral Agent will, at such Grantor’s 's expense, promptly execute and deliver to such Grantor such UCC termination statements or partial releases, as applicable, and similar documents that are necessary to remove notice of such liens from public records and return to such Grantor any Collateral, including any Pledged Shares, that it has pledged to the Collateral Agent, all of the foregoing as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted herebyrequest; provided, however, provided that (i) at the time of such request and such release (i) no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such shorter time as the Collateral Agent shall agree to) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the material terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.09 of the Credit Agreement shall, to Security Agreement the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.09 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of all Commitments under the Credit Agreement and (iii) the termination or expiration of all Letters of CreditCredit and all Secured Interest Hedge Agreements, provided that the pledge security interest of the Collateral Agent in the Collateral Account shall survive until the termination or expiration of all Letters of Credit and all Secured Interest Hedge Agreements, pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than any Disposition among Loan Parties or otherwise as specified in Section 9.10 to any Subsidiary of the Credit Agreement, any Loan Party) and the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.03 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash CollateralizedUnaccrued Indemnity Claims) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditScheduled Maturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, or authorize such Grantor to prepare and file such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents or otherwise as specified Documents, such Collateral shall be released from the assignment and security interest granted hereby, and in Section 9.10 of the Credit Agreementconnection therewith, the Collateral Agent Lender will, at such GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor or the applicable transferee Loan Party shall reasonably request to evidence the release of such item of Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement 2.02, shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent Lender when and as required under Section 2.05 of the Credit Agreement2.02, and (iviii) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, Lender of the Liens granted herein shallNet Cash Proceeds, to the extent contemplated by required under Section 9.10 2.02, arising from the sale or disposition of the Credit Agreement, be deemed to be released with no further action on the part of any Personsuch Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount are not then due and has been Cash Collateralizedpayable) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Collateral Agent Lender will, at the applicable GrantorLoan Party’s expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise (other than sales of Inventory in the ordinary course of business as specified in Section 9.10 to which the assignment and security interest created hereunder shall be automatically released), (i) (x) if the value of the Credit Agreement, assets so disposed of in any single transaction or series of related transactions does not exceed $10,000,000 or (y) if the value of assets so Disposed of in any transaction or series of related transactions exceeds $10,000,000 and the Borrower notifies the Collateral Agent willat least five Business Days in advance of such proposed Disposition, then in each case with respect to clauses (x) and (y) such item of Collateral shall be automatically released from the assignment and security interest created under this Agreement upon consummation of such Disposition and (ii) if the value of assets so Disposed of in any transaction or series of related transactions exceeds $10,000,000 and the Borrower does not notify the Collateral Agent at least five Business Days in advance of such Disposition, then such item shall not be released from the assignment and security interest created under this Agreement until such time as the Collateral Agent shall have executed and delivered to such Grantor the release referred to in the next succeeding sentence. The Collateral Agent agrees to execute and deliver (at such Grantor’s expense, execute and deliver to such Grantor ) such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such an item of Collateral from the assignment and security interest granted hereby; provided, however, hereby to the extent that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (iiA) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and an estimate of any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iiiB) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.04 of the Credit Agreement shall, if and to the extent so requiredrequired as of the date of such certificate, be have been paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.04 of the Credit Agreement, and . Each Grantor agrees that it will notify the Collateral Agent within two Business Days after any Disposition by such Grantor of a type referred to in subclause (ivx) of clause (i) above involving assets with respect to sales, leases, transfers a fair market value of $1,000,000 or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Personmore. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Maturity Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and reversion.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with not prohibited by the terms of the Loan Note Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall prepare and reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with not prohibited by the Loan Documents, Note Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 4.10 of the Credit Agreement Indenture shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 4.10 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonIndenture. (b) Upon Notwithstanding any provision to the latest contrary set forth in clause (a) of this Section 27, at such time as (i) the payment First Priority Lien Obligations have been satisfied in full in cash in accordance with the terms thereof and all commitments and letters of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has credit thereunder have been made terminated or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration holders of the First Priority Liens have released their First Priority Liens on all or termination any portion of the Collateral, the assignment and security interest granted by this Agreement (the “Second Priority Liens”) will also be automatically released to the same extent; provided, however, that (x) in the case of clause (i) of this sentence, in the event that an Event of Default shall have occurred and be continuing as of the date on which the First Priority Lien Obligations are repaid in full and terminated as described in clause (i), the Second Priority Liens on the Collateral will not be released, except to the extent the Collateral or Cash Collateralization any portion thereof was disposed of in order to repay the First Priority Lien Obligations secured by the Collateral and, thereafter, the Trustee (acting at the direction of the Holders of a majority in outstanding principal amount of Notes) will have the right to direct the Collateral Agent to foreclose upon the Collateral (but, in such event, the Second Priority Liens will be released when such Event of Default and all other Events of Default under this Indenture shall cease to exist), and (y) in the case of clause (ii) of this sentence, if the First Priority Lien Obligations (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Notes will then be secured by the Second Priority Liens on such Collateral, to the same extent provided pursuant to the Security Documents. If the Company subsequently Incurs obligations under the Credit Agreement or other First Priority Lien Obligations which are secured by assets of the Company or the Guarantors of the type constituting Collateral, then the Second Priority Lien Obligations will be secured at such time by a Second Priority Lien on the collateral securing such First Priority Lien Obligations to the same extent provided by this Agreement. (c) Notwithstanding any provision to the contrary set forth in clause (a) of this Section 27, the Second Priority Liens will be released automatically and without the need for any further action by any Person (so long as such release is in compliance with the Trust Indenture Act): (i) as to all of the Collateral, upon payment in full of the principal of, and accrued and unpaid interest (including Additional Interest) and premium, if any, on the Notes; (ii) as to all of the Collateral, upon discharge of the Notes in accordance with the provisions described under Article Eight of the Indenture or Section 11.01 of the Indenture; (iii) as to any property or assets constituting Collateral that is sold, transferred or otherwise disposed of by the Company or any of its subsidiaries in a transaction not prohibited by this Indenture, at the time of such sale, transfer or disposition; and (iv) as to any property constituting Collateral that is owned or by a Guarantor that has been released from its obligations under its Note Guarantee in accordance with Section 2.03(g4.17(f) of the Credit Agreement Indenture, concurrently with the release of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationGuarantee.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Pledgor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 7.05 of the Credit Agreement, the Collateral Administrative Agent will, at such GrantorPledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, and (ii) such Grantor Pledgor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when Documents and as required under Section 2.05 of to such other matters as the Credit Agreement, and Administrative Agent (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in Required Lenders through the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonAdministrative Agent) may reasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Administrative Agent will, at the applicable GrantorPledgor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such terminationtermination and deliver to such Pledgor all certificates and instruments representing or evidencing the Collateral then held by the Administrative Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of the Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of Documents, the Credit Agreement, Secured Parties and the Collateral Agent will, at such Grantorthe Collateral Provider’s expense, execute and deliver to such Grantor the Collateral Provider (without recourse or representation or warranty) such documents as such Grantor or the applicable transferee Collateral Provider shall reasonably request to evidence the release of such item of the Collateral from the assignment and security interest granted interests created hereby; provided, however, that (i) at the time of such request and such release no Event of Specified Default shall have occurred and be continuing, (ii) such Grantor the Collateral Provider shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateralthe Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Secured Parties and the Collateral Agent and a certificate of such Grantor the Collateral Provider to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent or the Secured Parties may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 8.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 8.03 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Maturity Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) expiration of the Credit Agreement of all Commitments and all Letters of Credit, the pledge and security interest granted interests created hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorCollateral Provider. Upon any such termination, the Secured Parties and Collateral Agent will, at the applicable GrantorCollateral Provider’s expense, execute and deliver to such Grantor the Collateral Provider (without recourse or representation or warranty) such documents as such Grantor the Collateral Provider shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five 10 days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.04 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent except in respect of indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) that survives repayment of the Credit Agreement of all Letters of Creditindebtedness), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) (x) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of business), and (y) upon the occurrence of the Credit AgreementCollateral Release Date, the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, in the case of a release pursuant to clause (x) above, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents together with a form of release for execution by the Administrative Agent and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement. Notwithstanding any other provision herein to the contrary, and upon the consummation of any Qualified Receivables Transaction (iv) with respect to including without limitation any sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers conveyances or other dispositions and dispositions that are not prohibited by the Credit Agreementtransfers of Receivables Program Assets thereunder), the Liens security interest granted herein shall, hereunder in any Receivables Program Assets subject to the extent contemplated by Section 9.10 of the Credit Agreement, such Qualified Receivables Transaction shall be deemed to be released with no further action on the part of any Personautomatically released. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to for which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and asserted), (ii) the expiration or termination in full of the Commitments and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (or, in the case of Letters of Credit, the Cash Collateralization thereof in an amount equal to 105% of the face value thereof), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. In addition, upon any Grantor ceasing to be a Guarantor pursuant to the terms of the Credit Agreement or the Guaranty (whether by a permitted disposition of the Equity Interests in such Grantor or otherwise), the pledge and security interest granted hereby and by each other applicable Collateral Document shall terminate with respect to the Collateral of such Grantor and all rights to such Collateral shall revert to such Grantor. Upon any such terminationtermination as contemplated in this Section 26(b), the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a1) Upon (x) any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Credit Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.12 of the Credit Agreement, or (y) the release of any Grantor from its obligations under the Canadian Guarantee Agreement, if any, in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, will at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor the Obligor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing (A) the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, or (B) the applicable Grantor, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor and Authorized Officer of the Obligor to the effect that the transaction is in compliance with the Loan DocumentsCredit Documents and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the applicable clause of Section 2.05 5.02 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under the applicable clause of Section 2.05 5.02 of the Credit Agreement, Agreement and (iv) with respect it is hereby acknowledged and agreed that, notwithstanding anything contained herein or in any other Credit Document to salesthe contrary, leases, transfers the sale of Equity Interests in a Credit Party will not be deemed a sale or transfer of the dispositions of Equipment and Inventory ABL Priority Collateral (as defined in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement), if any, owned by such Credit Party and the Liens granted herein shall, to Collateral Agent’s Lien will continue therein unless and until released in accordance with the extent contemplated by Section 9.10 terms hereof and of the other Credit Agreement, be deemed to be released with no further action on the part of any PersonDocuments. (b2) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, will at the applicable such Grantor’s expense, execute and deliver to such Grantor the Obligor such documents as such Grantor the Obligor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition the occurrence of any item of event under which such Collateral of any Grantor in accordance with the terms shall be released pursuant to Section 11.05 of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementIndenture, the Collateral Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release release, no Event of Default shall have occurred an be continuing and be continuingno Default will occur as a result thereof, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which release shall be in form and substance reasonably satisfactory to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Noteholder Documents (together with all other documents required be provided by the Indenture) and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required Net Available Cash to be applied, or any payment to be made in connection therewith, applied in accordance with Section 2.05 4.12 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonIndenture. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date for any Grantor, the pledge pledge, assignment and security interest granted hereby by such Grantor hereunder shall automatically terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Collateral Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent willshall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days 10 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or transferor other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the First Amended Second Lien Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, to the Collateral Agent when and as required under Section 2.05 of the First Amended Second Lien Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditSecured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantor subject to the Intercreditor and Subordination Agreements, the Third Amended Credit Agreement, the Loan Documents (as defined in the Third Amended Credit Agreement), the Third Lien Credit Agreement and the Loan Documents (as defined in the Third Lien Credit Agreement). Upon any such termination, the Collateral Agent willshall, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. l 2 (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent Lender will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral AgentLender, at least ten Business Days (five days in the case of the proposed sale of any individual vehicle on which Lender has a lien) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement therewith shall, to the extent so requiredrequired under the Credit Agreement, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonLender. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Lender will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Loan Party in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor or the applicable transferee Loan Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor Loan Party shall have delivered to the Collateral Administrative Agent, at least five days 5 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor Loan Party to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Administrative Agent may request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement 2.06 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement2.06, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 Administrative Agent of the Credit Agreement, be deemed to be released with no further action on Net Cash Proceeds arising from the part sale or disposition of any Personsuch Collateral. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount are not then due and has been Cash Collateralized) and payable), (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorLoan Party. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s Loan Party's expense, execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any U.S. Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such U.S. Grantor’s expense, execute and deliver to such U.S. Grantor such documents as such U.S. Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such U.S. Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such U.S. Grantor to the effect that the transaction is in compliance with the Loan DocumentsCredit Documents and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, Loan Agreement and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions sales and dispositions that are not prohibited explicitly permitted by the Credit Loan Agreement, the Liens Encumbrances granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the The pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorU.S. Grantor in accordance with the terms of the Loan Agreement, and otherwise upon, and only upon the latest of (i) full and indefeasible payment and performance of the Secured Obligations (other than Unmatured Surviving Obligations), (ii) the termination or expiration of all Eligible Hedging Agreements, and (iii) the Collateral Agent and the Guaranteed Parties having no obligations to make further Accommodations under any Credit Documents. Upon any such termination, the Collateral Agent will, at the applicable U.S. Grantor’s expense, execute and deliver to such U.S. Grantor such documents as such U.S. Grantor shall reasonably request to evidence such terminationtermination and the Collateral Agent will redeliver to the U.S. Grantors, or as the U.S. Grantors may otherwise direct the Collateral Agent, any Collateral in its possession.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or as otherwise as specified in Section 9.10 directed or required by any order of the Credit AgreementBankruptcy Court, the security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral held by it, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (such documents are required by Grantor, or such later date as may be reasonably acceptable to lesser period of time agreed by the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.15(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Collateral Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent Lender will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral AgentLender, at least ten Business Days (five days in the case of the proposed sale of any individual vehicle on which Lender has a lien) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Lender and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Lender may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement therewith shall, to the extent so requiredrequired under the Credit Agreement, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonLender. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Lender will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Pledgor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such GrantorPledgor’s expense, execute and deliver to such Grantor Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor Pledgor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such shorter period as is agreed to by the Agent) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when Documents and as required under Section 2.05 of to such other matters as the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonAgent may request. (b) Upon The Agent shall promptly release in accordance with Section 18(c) all the Collateral upon the earlier of (i) the termination of the Security Period and (ii) the latest of (ix) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or Obligations, (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) the Termination Date and (iiz) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit or the provision of cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Agent will, at the applicable GrantorPledgor’s expense, execute executed and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such termination. (c) In furtherance of the undertaking set forth above in Section 18(b), the Agent shall, upon the request of each Pledgor accompanied by a certificate of the Chief Financial Officer, Treasurer or Controller of such Pledgor, upon which the Agent may conclusively rely without independent verification, to the effect that either (x) the Security Period has terminated or (y) all Secured Obligations under the Credit Agreement and the other Loan Documents have been, or will, concurrently with the release of the Collateral be, paid in full in cash and all Commitments thereunder terminated (and if such Secured Obligations have not previously been so paid, describing the source(s) of funds for such repayment) and all Letters of Credit have terminated or expired (or cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof has been provided). If the Agent shall receive a certificate of the type referred to in clause (y), the Agent shall deliver a notice by registered mail to the Agent stating that the Agent will release such Collateral only upon receipt from the Agent of instructions to do so.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of business), the Credit Agreementsecurity interest in such Collateral shall, without further action, automatically be released and the Collateral Agent will, at such Grantor’s 's expense, promptly execute and deliver to such Grantor such UCC termination statements or partial releases, as applicable, and similar documents that are necessary to remove notice of such liens from public records and return to such Grantor any Collateral, including any Pledged Shares, that it has pledged to the Collateral Agent, all of the foregoing as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted herebyrequest; provided, however, that (i) at the time of such request and such release (i) no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such shorter time as the Collateral Agent shall agree to) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the material terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization expiration of all Letters of Credit (or the full cash collateralization of any such Letters of Credit in accordance with Section 2.03(g) a manner satisfactory to the Issuing Bank, provided that the security interest of the Credit Agreement Collateral Agent in the L/C Cash Collateral Account shall survive until the termination or expiration of all Letters of Credit), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (other than sales of Inventory in the ordinary course of business) in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementTransaction Documents, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item item(s) of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten (10) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsTransaction Documents and as to such other matters as the Collateral Agent may request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit AgreementAgent, and (iv) the Collateral Agent shall have received written direction from the Buyers in accordance with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Collateral Agency Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations (Obligations, other than any unasserted contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditObligations, the guaranty, pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Secured Parties will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral Collateral, whether direct or indirect, of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 7.05 of the Credit Agreement, the Collateral Administrative Agent will, at such Grantor’s expense's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent (iiior the Required Lenders through the Administrative Agent) may reasonably request. The provisions of this Section 2.7(a) shall apply to Dispositions of the proceeds capital stock of any such sale, lease, transfer a Grantor (whether direct or other disposition required to be applied, or any payment to be made indirect) in connection therewith, in accordance compliance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 7.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to such Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral then held by the Administrative Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Grantor, the terms Designated Note Purchaser and the Designated Lender on behalf of the Loan Documents or otherwise as specified in Section 9.10 of the Credit Agreement, the Collateral Agent Secured Parties will, at such Grantor’s expense's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral AgentDesignated Note Purchaser and the Designated Lender, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Designated Note Purchaser and the Designated Lender (which release shall be in form and substance satisfactory to the Designated Note Purchaser and the Designated Lender) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Transaction Documents and as to such other matters as the Designated Note Purchaser and the Designated Lender may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, at the discretion of Grantor, to either reinvestment in the business of Grantor or any payment to be made in connection therewith, in accordance with Section 2.05 redemption of the Credit Agreement shall, to the extent so required, be paid or made to, or Notes in accordance with the instructions of, the Collateral Agent when terms and as required under Section 2.05 conditions of the Credit AgreementNotes. Notwithstanding the foregoing, it is understood and agreed that all sales of goods and inventory (ivincluding laser systems, disposables and related items) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory made in the ordinary course of business shall automatically be released from the liens created by this Agreement and other sales, leases, transfers shall not require any further act by or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, notice to the extent contemplated by Section 9.10 of Designated Note Purchaser or the Credit Agreement, be deemed to be released with no further action on the part of any PersonDesignated Lender. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Designated Note Purchaser and the Designated Lender will, at the applicable Grantor’s expense's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and deliver to Grantor all Instruments, and negotiable documents representing or evidencing the Collateral, if any, then held by the Designated Note Purchaser and the Designated Lender.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.03 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor Pledgor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such GrantorPledgor’s expense, execute and deliver to such Grantor Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor Pledgor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), Agent a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount not yet accrued and has been Cash Collateralized) and payable under the Loan Documents), (ii) the expiration or Maturity Date for the Revolving Credit Facility, (iii) the Maturity Date for the Term Loan Facility and (iv) the cash collateralization, back-stop (on terms reasonably satisfactory to the Collateral Agent), termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Agent will, at the applicable GrantorPledgor’s expense, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents (including, without limitation, any UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form)) as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in material compliance with the Loan Documents, Documents and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) the extent no claim giving rise thereto has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and asserted), (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit (unless such Letter of Credit has been collateralized on terms and conditions satisfactory to the applicable Issuing Bank) and all Secured Hedge Agreements, this Agreement (other than Section 21) and the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such any UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or desirable to such Grantor shall reasonably request to evidence such terminationrelease, as of record, any and all Liens and all notices of security interests and liens previously filed by Collateral Agent with respect to the Secured Obligations.

Release; Termination. Upon (ax) Upon any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Credit Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.12 of the Credit Agreement, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Credit Documents or otherwise as specified (z) the release of a Lien in any Collateral required by Section 9.10 2.06 of the Credit Intercreditor Agreement, the Collateral Agent willwill (without recourse and without representation and warranty), at such Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor or the applicable transferee Company shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be, from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor Company shall have delivered to the Collateral Agent, at least five days (5) Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor an Authorized Officer the Company to the effect that the transaction is in compliance with the Loan DocumentsCredit Documents and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the applicable clause of Section 2.05 5.02 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under the applicable clause of Section 2.05 5.02 of the Credit Agreement, Agreement and (iv) it being acknowledged and agreed that notwithstanding anything contained herein or in any other Credit Document to the contrary, (A) sales of any Equity Interests in a Credit Party, which include a sale or transfer of ABL Priority Collateral, shall be evaluated for purposes of determining compliance with the Credit Documents as if such sale was a sale of any ABL Priority Collateral which would be transferred in connection with any such sale of Equity Interests, (B) with respect to salesany sale, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers transfer or other dispositions and dispositions that are not prohibited by the Credit Agreementdisposition (or deemed sale, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part transfer or disposition) of any Person. ABL Priority Collateral that is (1) to an entity other than (a) a Credit Party or (b) Upon the latest any entity that would be required to become a Credit Party as a result of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) transaction, and (ii2) the expiration or termination or Cash Collateralization in accordance with permitted pursuant to Section 2.03(g10.02(d) of the Credit Agreement or as part of all Letters any transfer of Creditany Equity Interest, upon and so long as the pledge Administrative Agent has received the certificate of an Authorized Officer of Holdings pursuant to Section 10.02(d)(3)(vi) of the Credit Agreement and security interest granted hereby shall terminate and all rights to the form of release(s) for execution by the Collateral shall revert Agent, in form and substance reasonably satisfactory to the applicable Grantor. Upon any such terminationit, the Collateral Agent willshall be authorized to and shall be required to promptly thereafter (without recourse and without representation and warranty), at the applicable GrantorCompany’s expense, execute and deliver to the Company in connection with the closing of such Grantor transaction such documents as such Grantor Company shall reasonably request to evidence the release of such terminationCollateral and (C) no proceeds of any transaction permitted by Section 10.02 of the Credit Agreement shall be deemed released in connection with any such transaction.”

Release; Termination. (a) Upon any the sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit Agreement, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g5.02(d) of the Credit Agreement and the other terms of all Letters of Creditthe Loan Documents, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the pledge and security interest granted hereunder; PROVIDED, HOWEVER, that: (i) at the time of and after giving PRO FORMA effect to such request and release, no Default shall have occurred and be continuing; (ii) such Grantor shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certification by such Grantor to the effect that the subject transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request; and (iii) the Net Cash Proceeds of any such sale, transfer or other disposition shall be applied to prepay the Advances outstanding at such time in accordance with, and to the extent required under, Section 2.06(b) of the Credit Agreement. (b) Upon the later of the payment in full in cash of the Secured Obligations, the termination or expiration of all Letters of Credit and Bank Hedge Agreements and the Termination Date, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such termination, the Administrative Agent will, at each Grantor's sole expense, return to such Grantor such Collateral of such Grantor in the Administrative Agent's possession as shall not have been sold or otherwise applied pursuant to the terms of the Loan Documents, and will execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination and revision.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than any Disposition among Loan Parties or otherwise as specified in Section 9.10 to any Subsidiary of the Credit Agreement, any Loan Party) and the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.03 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Unaccrued Indemnity Claims), (ii) the expiration or Scheduled Maturity Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditSecured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, or authorize such Grantor to prepare and file such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Revolving Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, Revolving Loan Agreement and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions sales and dispositions that are not prohibited explicitly permitted by the Credit AgreementLoan Agreements, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim demand has been made or (y) if a claim has been made such claim is made), and, in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) respect of the Credit Agreement of all Letters of CreditBridge Loan Agreement, subject to Section 2.03(d) thereof, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents together with a form of release for execution by the Collateral Agent and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be the applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or termination in full of the Commitments and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit and all Secured Swap Contracts (or, in the case of Letters of Credit, the cash collateralization thereof in an amount equal to 105% of the face value thereof), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any (i) sale, lease, transfer or other disposition of any item of Collateral of any Grantor Pledgor in accordance with the terms of the Loan Documents or otherwise (ii) merger or consolidation of the Borrower with CBOCS as specified in permitted pursuant to Section 9.10 5.02(d)(iv) of the Credit Agreement, the Collateral Agent will, at such GrantorPledgor’s expense, execute and deliver to such Grantor Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted herebyhereby (including, upon any merger of or consolidation referenced in clause (ii) of this Section 18(a), such documents as are reasonably necessary to evidence the release of Collateral from the security interest granted in CBOCS by the Borrower, in its capacity as a Pledgor, prior to the consummation of such merger or consolidation); provided, however, that (iA) at the time of such request and such release no Event of Default shall have occurred and be continuing, (iiB) such Grantor Pledgor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such later date as the Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor Pledgor to the effect that the transaction is in compliance with the Loan DocumentsDocuments and as to such other matters as the Collateral Agent may request, (iiiC) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement and (D) upon the merger of the Borrower with and into CBOCS in accordance with the terms of Section 5.02(d)(iv) of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited resulting “Borrower” shall provide all documentation reasonably requested by the Credit AgreementAdministrative Agent to evidence the merger, the Liens granted herein shall, name changes and to ensure continued perfection of all Collateral pledged or required to be pledged by such new “Borrower” concurrently with the extent release contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person18(a)(ii) above. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and the termination of the Commitments, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorPledgor. Upon any such termination, the Collateral Agent will, at the applicable GrantorPledgor’s expense, execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer -------------------- or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release -------- ------- no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five 10 days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.04 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent except in respect of indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) that survives repayment of the Credit Agreement of all Letters of Creditindebtedness), the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 11.01 of the Credit Agreement, or upon the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date shorter period as may be reasonably acceptable to the Collateral Administrative Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing with details reasonably satisfactory to the item Collateral Agent (including, without limitation, the items of CollateralCollateral being released), together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.07 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.07 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditSecurity Termination Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms occurrence of the Loan Documents or otherwise as specified in Section 9.10 of Project Discharge Date for any Project, the Credit Agreement, Administrative Agent shall provide notice to the Collateral Agent will, at of such Grantor’s expense, execute payment in full and deliver termination of the Commitments to the extent that they relate to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment Project, and security interest granted hereby; provided, however, that (i) at all Equity Collateral in such Project Company shall be automatically released from the time of such request Liens created hereunder and such release no Event of Default all rights in respect thereof and shall have occurred and be continuingautomatically revert to the Borrower, (ii) all powers of attorney and rights of setoff granted hereunder by the Borrower with respect to the Equity Collateral in such Grantor Project Company shall have delivered to automatically terminate, (iii) the Collateral Agent, at least five days prior to the date sole cost and expense of the proposed release Borrower, shall (or such later date A) execute and deliver all documentation, UCC termination statements and instruments as may be reasonably acceptable to the Collateral Agent), a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution are furnished by the Collateral Agent and a certificate of such Grantor Borrower to release the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) Liens created with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit such Equity Collateral pursuant to this Agreement, (B) upon written notice, authorize the Liens granted herein shall, Borrower to the extent contemplated by Section 9.10 prepare and file UCC termination statements terminating all of the Credit AgreementFinancing Statements filed solely in connection with such Equity Collateral, be deemed to be released with no further action on the part of any Person. as applicable, (bC) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent willagrees, at the applicable Grantor’s expenserequest of the Borrower, to furnish, execute and deliver such documents, instruments, certificates, notices or further assurances as the Borrower may reasonably request, at the sole cost and expense of the Borrower, as necessary or desirable to effect such Grantor release and partial termination, and (D) except as set forth elsewhere in this Agreement, shall return all certificates, instruments, and documents evidencing the Equity Collateral in such documents as such Grantor shall reasonably request to evidence such terminationProject.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise (other than sales of Inventory in the ordinary course of business), including, without limitation, as specified in contemplated by Section 9.10 8.11 of the Credit Agreement, the Collateral Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, to the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit and all Secured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days (or such shorter period as is agreed to by the Agent) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when Documents and as required under Section 2.05 of to such other matters as the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any PersonAgent may request. (b) Upon The Agent shall promptly release in accordance with Section 21(c) all the Collateral upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditCredit or the provision of cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) In furtherance of the undertaking set forth above in Section 21(b), the Agent shall, upon the request of each Grantor accompanied by a certificate of the Chief Financial Officer, Treasurer or Controller of such Grantor, upon which the Agent may conclusively rely without independent verification, to the effect that all Secured Obligations under the Credit Agreement and the other Loan Documents have been, or will, concurrently with the release of the Collateral be, paid in full in cash and all Commitments thereunder terminated (and if such Secured Obligations have not previously been so paid, describing the source(s) of funds for such repayment) and all Letters of Credit have terminated or expired (or cash collateral or other credit support therefor satisfactory to the applicable Issuing Banks thereof has been provided). If the Agent shall receive a certificate of this type, the Agent shall deliver a notice by registered mail to the Agent stating that the Agent will release such Collateral only upon receipt from the Agent of instructions to do so.

Release; Termination. (a) 24.1. Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory, equipment and other obsolete or otherwise as specified worn-out equipment in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.03 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) 24.2. Upon the latest of (i) the payment in full in cash of the Secured Obligations Obligations, (other than contingent indemnification obligations as to and reimbursement claims in respect of which (x) no claim for payment has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralizedasserted by the Person entitled thereto) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditMaturity Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent willshall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days 10 Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or transferor other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Third Amended Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, to the Collateral Agent when and as required under Section 2.05 of the Third Amended Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and Obligations, (ii) the expiration or Termination Date and (iii) the termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement expiration of all Letters of CreditSecured Hedge Agreements, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantor subject to the Intercreditor and Subordination Agreements, the First Amended Second Lien Credit Agreement, the Second Lien Loan Documents (as defined in the First Amended Second Lien Credit Agreement) and the Third Lien Credit Agreement and the Third Lien Loan Documents (as defined in the Third Lien Credit Agreement). Upon any such termination, the Collateral Agent willshall, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents Documents, or otherwise as specified in Section 9.10 of the Credit Agreementupon any Subsidiary ceasing to be a Material Subsidiary, the Collateral security interests granted under this Agreement by such Grantor shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)documents are required by Grantor, a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and (iiiii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.10(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.10(b) of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (Advances and each other than contingent indemnification obligations as to payment obligation of any Loan Party of which (x) no claim the Borrower has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) knowledge under any Loan Document, and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditTermination Date, the pledge and security interest granted hereby shall terminate immediately and automatically and all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, or upon the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, continuing and (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of CreditRelease Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default or Prospective Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten (10) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement Loan Documents shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 the Loan Documents. 22Midway – Security Agreement (a) With respect to each Grantor other than the Continuing Grantors (defined below), upon the later to occur of the Credit AgreementEconomic Completion Date and the Goshute Challenge Resolution Date, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim has been made or (y) if a claim has been made such claim is in a determinable amount and has been Cash Collateralized) and (ii) the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, the pledge and security interest granted hereby shall automatically terminate and be released and all rights to the Collateral shall revert to the applicable Grantor without any further action and (ii) the Collateral Agent shall promptly return any possessory collateral to each Grantor. With respect to the Borrower and ServiceCo (the “Continuing Grantors”), upon the date on which all outstanding Secured Obligations have been repaid in full in cash and all Commitments have been reduced to zero, the pledge and security interest granted hereby shall automatically terminate and be released and all rights to the Collateral shall revert to the applicable Continuing Grantor without any further action and the Collateral Agent shall promptly return any possessory collateral to each Grantor. Upon any such terminationtermination under this clause (b), the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, or authorize such Grantor to file, such documents as such Grantor shall reasonably request to evidence such termination.