Common use of Release; Termination Clause in Contracts

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (ai) Upon any salein whole, transfer or other disposition of any item of Collateral upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Swap Documents at Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the direction of or Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of MLCSthe Lenders or Requisite Lenders, MLCS willas applicable, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. PromptlyCredit Agreement, upon any such terminationand, in each case, all rights to the applicable Collateral shall revert to the Pledgor applicable Pledgor. Notwithstanding any provision to the contrary herein, as and MLCS when requested by any Pledgor, the Collateral Agent shall, at the Pledgor’s expensecost, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (iiy) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Pledgor Collateral Agent’s possession following the release of such documents Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such actions other action as the such Pledgor shall may reasonably request to evidence such termination to effect or confirm that the release Collateral is released in accordance with this Section 19 has been released from the Liens of its security interests hereundereach of the Loan Documents.

Release; Termination. Upon the earlier of (a) Upon any sale, transfer or other disposition the later of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 payment in full, in cash, of the time of such request Secured Obligations then due and such release no Specified Event of Default shall have occurred and be continuing, payable and (ii) the Pledgor Termination Date and (b) the consummation of any sale or foreclosure in respect of any of the Collateral conducted by or under the direction of the Collateral Agent, the security interest granted by this Article VII shall have delivered to MLCSautomatically terminate and the Collateral shall automatically be released from such security interest but, at least ten Business Days prior in the case of the foregoing clause (b), only to the date extent of the proposed releaseCollateral disposed of in such transaction, a written request for release describing and only following the item receipt by the Collateral Agent of the proceeds of such disposition, and the Collateral Agent, on behalf of the Lender Parties, shall enter into such documentation as may be reasonably requested by the purchaser of such Collateral and reasonably acceptable to the terms Collateral Agent in order to evidence such release. Upon the earlier date referred to in the first sentence, the Borrower shall be entitled to the return, upon its request and at its expense, of such of the sale, transfer Collateral as shall not have been sold 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 MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so otherwise applied pursuant to the terms hereof and the Collateral Agent will, on behalf of the Amendment to Swap Documents. PromptlyLender Parties, upon any enter into and deliver such terminationdocumentation as shall be reasonably requested by the Borrower, all rights and as may be reasonably acceptable to the Collateral shall revert Agent, to evidence such release, including UCC termination statements and such notices as the Pledgor and MLCS shallBorrower may reasonably request, at the PledgorBorrower’s expense, (i) return to Pledgor all certificates representing evidence and confirm the Pledged Equity along with release and discharge of the security interest granted by this Article VII. In the event that the Collateral Agent is required to refund any related endorsements and (ii) execute and deliver amounts to the Pledgor Borrower pursuant to Section 2.11(b), the amounts that are so refunded shall automatically be released from the security interest granted by this Article VII and the Collateral Agent, on behalf of the Lender Parties, shall enter into such documents documentation as may be reasonably requested by the Borrower and take such actions as reasonably acceptable to the Pledgor shall reasonably request Collateral Agent in order to evidence such termination to effect release, all at the release expense of its security interests hereunderthe Borrower.

Release; Termination. (a) (i) Upon (A) any sale, transfer or other disposition Disposition of any item of Collateral of any Grantor as permitted by the Pledgor 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 Swap Loan Documents (which written certification the Agent shall be entitled to rely conclusively without further inquiry), then in the case of the 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 direction of 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 with the consent of MLCSother Collateral so released, MLCS and Agent will, at the Pledgorsuch Grantor’s expense, promptly execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor 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 documents shall be required unless such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Agent, at least ten five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the proposed releaseAgent, a written request for release describing the item of Collateral and the terms of consideration to be received in 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 MLCS the Agent (which form shall be reasonably acceptable to the Agent) and a certificate of the Pledgor such Grantor to the effect that the transaction is will be in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Loan Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.

Release; Termination. (a) a. Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor Pledged SPE, Intermediate Lessee or Parent Holdco in accordance with the terms of the Swap Documents at Loan Documents, the direction of or with security interest hereof and related guaranties will be deemed to be released in respect of, and the consent of MLCS, MLCS Agent will, at the Pledgorsuch Guarantor’s expense, execute and deliver to the Pledgor such Guarantor such documents as the Pledgor such Guarantor shall reasonably request to evidence the release of (i) such item of Collateral Pledged SPE or Intermediate Lessee from the assignment and security interest granted hereby; provided, however, that (i) at in the time case of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten 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 any sale, transfer or other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such Parent Holdco from its obligations hereunder and from the security interest granted hereby, in reasonable detailthe case of any sale, includingtransfer or other disposition of any Parent Holdco, without limitationand to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from any registry or (B) the Collateral Agent is required to initiate any such deregistration, the price thereof and Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the avoidance of doubt, upon or following any expenses sale, transfer or other disposition by any Pledged SPE of any Eligible Aircraft strictly in connection therewith, together accordance with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Loan Documents. Promptly, upon such Pledged SPE and any such terminationrelated Intermediate Lessee may be dissolved, all rights to the Collateral shall revert to the Pledgor and MLCS shallliquidated or wound up, provided that at the Pledgor’s expensetime of such dissolution, (i) return to Pledgor all certificates representing liquidation or winding up such Pledged SPE shall not Own any Eligible Aircraft and, in the Pledged Equity along with case of any related endorsements and (ii) execute and deliver to the Pledgor Intermediate Lessee, such documents and take such actions as the Pledgor Intermediate Lessee shall reasonably request to evidence such termination to effect the release of its security interests hereundernot be leasing any Eligible Aircraft Owned by any other Pledged SPE.

Release; Termination. (a) Upon The Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released (i) upon any sale, lease, transfer or other disposition of any item of such Collateral of the Pledgor permitted by, and in accordance with with, the terms of the Swap Documents at Secured Agreements to any Person other than Holdings, the direction Company or any Restricted Subsidiary (as defined in any Secured Agreement) and (ii) upon the effectiveness of or any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.03 of the Indenture and any applicable provision of any Additional Secured Agreement. The Lien created under this Agreement on the Collateral of any Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Notes Obligations, if such Grantor is released from its Guaranty in accordance with Section 11.05 of the consent Indenture and (y) as it relates to the Secured Obligations under any Additional Secured Agreement, if it ceases to be a guarantor under such Additional Secured Agreement pursuant to the applicable provisions of MLCS, MLCS such Additional Secured Agreement. The Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05(a); provided that 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release therefor describing the item of 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 MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap First Lien Security Documents and any Secured Agreements and as to such other matters as MLCS the Collateral Agent may request. Notwithstanding the foregoing, MLCS The Collateral Agent shall release its security interest as required be authorized to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon rely on any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundercertificate without independent investigation.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Non-Shared Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Documents at Credit Agreement, (i) so long as the direction Collateral Agent shall not be required to execute a release or release possession with respect thereto, the security interest in such Non-Shared Collateral shall be released automatically, and without further action, and (ii) under any other circumstance, (x) upon the delivery to the Collateral Agent of a certificate of the Parent Guarantor to the effect that such sale, lease, transfer or other Disposition is in accordance with the consent terms of MLCSthe Credit Agreement and (y) within five (5) Business Days after notice to the Administrative Agents of the receipt by the Collateral Agent of such a certificate, MLCS if prior to the end of such period the Collateral Agent has not received a written objection from the Administrative Agents, the security interest in such Non-Shared Collateral shall be released and the Collateral Agent will, at the Pledgor’s such Grantor's expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence the release of such item of Non-Shared Collateral from the assignment and security interest granted hereby; provided, however, that (i) at if such sale, lease, transfer or other Disposition would result in a prepayment under Section 2.05(b)(i)of the time Credit Agreement, then a Responsible Officer of such request and such release no Specified Event of Default the Parent Guarantor shall have occurred and be continuing, and (ii) the Pledgor shall have delivered required to MLCS, deliver a notice at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS Disposition which notice shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return specify the Non-Shared Collateral to Pledgor all certificates representing the Pledged Equity along with any related endorsements be so sold or otherwise disposed of and (ii) execute certify that the proceeds of such Non-Shared Collateral will be applied in accordance with the Credit Agreement and deliver this Agreement, and the Grantors are not, and after giving effect to such release, would not be, in Default under the Credit Agreement; provided further, however, that if prior to the Pledgor time that the Collateral Agent delivers documents evidencing a release under this Section 23(a), the Collateral Agent shall have received a Collateral Trust Agreement Default Notice (as defined in the Collateral Trust Agreement) that shall not have been withdrawn prior to such documents time and take the Administrative Agents on behalf of the Required Section 8.01 Lenders shall not have directed the Collateral Agent to deliver such actions as a release, than the Pledgor Collateral Agent shall reasonably request to evidence so notify the Grantors and shall not sign any release or releases in connection with such termination to effect the release of its security interests hereunderDisposition.

Release; Termination. Upon the earlier of (a) Upon any sale, transfer or other disposition the later of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 payment in full, in cash, of the time of such request Secured Obligations then due and such release no Specified Event of Default shall have occurred and be continuing, payable and (ii) the Pledgor Termination Date and (b) the consummation of any sale or foreclosure in respect of any of the Collateral conducted by or under the direction of the Lender, the security interest granted by this Article VII shall have delivered to MLCSautomatically terminate and the Collateral shall automatically be released from such security interest but, at least ten Business Days prior in the case of the foregoing clause (b), only to the date extent of the proposed releaseCollateral disposed of in such transaction, a written request for release describing and only following the item receipt by the Lender of the proceeds of such disposition, and the Lender shall enter into such documentation as may be reasonably requested by the purchaser of such Collateral and reasonably acceptable to the terms Lender in order to evidence such release. Upon the earlier date referred to in the first sentence, the Borrower shall be entitled to the return, upon its request and at its expense, of such of the sale, transfer Collateral as shall not have been sold 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 MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so otherwise applied pursuant to the terms of hereof and the Amendment to Swap Documents. PromptlyLender will enter into and deliver such documentation as shall be reasonably requested by the Borrower, upon any such termination, all rights and as may be reasonably acceptable to the Collateral shall revert Lender, to evidence such release, including UCC termination statements and such notices as the Pledgor and MLCS shallBorrower may reasonably request, at the PledgorBorrower’s expense, (i) return to Pledgor all certificates representing evidence and confirm the Pledged Equity along with release and discharge of the security interest granted by this Article VII. In the event that the Lender is required to refund any related endorsements and (ii) execute and deliver amounts to the Pledgor Borrower pursuant to Section 2.10(a), the amounts that are so refunded shall automatically be released from the security interest granted by this Article VII and the Lender shall enter into such documents documentation as may be reasonably requested by the Borrower and take such actions as reasonably acceptable to the Pledgor shall reasonably request Lender in order to evidence such termination to effect release, all at the release expense of its security interests hereunderthe Borrower.

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap 2005 Pledge Agreement Documents at the direction of or with the consent of MLCSthe Pledgee, MLCS the Pledgee will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCSthe Pledgee, at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS the Pledgee and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap 2005 Pledge Agreement Documents and as to such other matters as MLCS the Pledgee may request. Notwithstanding the foregoing, MLCS the Pledgee shall release its security interest as required to do so pursuant to the terms of the Amendment Agreement With Respect to Swap DocumentsCollateral. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS the Pledgee shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Collateral Documents will automatically be released (ai) Upon any salein whole, transfer or other disposition of any item of Collateral upon Payment in Full of the Pledgor Secured Obligations, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Grantor in accordance with the terms of the Swap Documents at Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the direction Credit Agreement, (iii) with respect to any Collateral that is owned by a Grantor that is released from its Guarantee pursuant to Section 5.09(c) of or the Credit Agreement, (iv) with respect to any Security Collateral associated with a Restricted Subsidiary that is redesignated as an Unrestricted Subsidiary pursuant to Section 5.09(b) of the Credit Agreement, (v) with respect to the Agreement Collateral, on the Agreement Collateral Release Date and (vi) with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver Required Lenders pursuant to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (iSection 9.08(b) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed releaseCredit Agreement, a written request for release describing the item of Collateral and the terms of the saleand, 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 MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such terminationeach case, all rights to the applicable Collateral shall revert to the Pledgor applicable Grantor. Notwithstanding any provision to the contrary herein, as and MLCS when requested by any Grantor, the Administrative Agent shall, at the PledgorGrantor’s expensecost, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (iiy) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Grantor any such released Collateral in the Pledgor Administrative Agent’s possession following the release of such documents Collateral. If requested in writing by a Grantor, the Administrative Agent shall, at the Grantor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such actions other action as the Pledgor shall such Grantor may reasonably request to evidence such termination to effect or confirm that the release Collateral released in accordance with this Section 20 has been released from the Liens of its security interests hereundereach of the Collateral Documents.

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Pledged Collateral of the Pledgor any Loan Party in accordance with the terms of the Swap Secured Credit Documents at to a Person other than a Loan Party or a Subsidiary thereof, such Pledged Collateral shall be released from the direction of or with assignment and security interest granted hereby, and in connection therewith, the consent of MLCS, MLCS Collateral Agent will, at the Pledgorsuch Loan Party’s expense, execute and deliver to the Pledgor such Loan Party such documents as the Pledgor such Loan Party shall reasonably request to evidence the release of such item of Pledged 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 Specified Event of Default shall have occurred and be continuing, (ii) 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 2.02 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 2.02, and (iii) in the case of Pledged Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash Proceeds arising from the sale or disposition of such Pledged Collateral. Upon the latest of (i) the payment in full in cash of the Secured Credit Obligations (other than contingent indemnification obligations which are not then due and payable) and (ii) the Pledgor shall have delivered to MLCS, at least ten 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, without limitationMaturity Date, the price thereof pledge and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgor applicable Loan Party; provided that, with respect to that portion of the Secured Credit Obligations consisting of Airline Service Agreement Obligations, the pledge and MLCS shallsecurity interest granted hereby (to the extent securing Airline Service Agreement Obligations) shall terminate and all rights to such Pledged Collateral shall revert to the applicable Loan Party on the Airline Service Agreement Termination Date. Upon any such termination, the Collateral Agent will, at the Pledgorapplicable Loan Party’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such Loan Party such documents and take as such actions as the Pledgor Loan Party shall reasonably request to evidence such termination to effect the release of its security interests hereundertermination.

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 Pledgor terms of the Loan Documents to any Person other than a Loan Party 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; provided that, with respect to any Collateral that is also subject to any Lien securing any Permitted Subordinated Indebtedness, the Lien created under this Agreement shall not terminate unless the Lien securing such Permitted Subordinated Indebtedness is (or is simultaneously) terminated. Upon the release of any Grantor (other than the Company) from its Subsidiary Guaranty, if any, in accordance with the terms of the Swap Documents at Loan Documents, the direction Lien created under this Agreement on the Collateral of or with the consent of MLCS, MLCS such Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder. The Collateral Agent will, at the Pledgorsuch Grantor’s expense, execute and deliver to the Pledgor such Grantor such documents (together with any applicable possessory Collateral if then in the possession of the Collateral Agent) as the Pledgor such Grantor shall reasonably request to evidence the any release of the Lien created under this Agreement on any Collateral pursuant to this Section 21(a); provided that 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, Collateral Agent a written request for release therefor describing the item of 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 MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS the Collateral Agent may request. Notwithstanding the foregoing, MLCS The Collateral Agent shall release its security interest as required be authorized to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon rely on any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereundercertificate without independent investigation.

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents So long as the 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 Specified Event of Default shall have occurred and be continuingthe requirements of payment set forth in the Promissory Note are satisfied, and (ii) the Pledgor shall have delivered to MLCSmay sell or dispose of any Pledged Collateral, at least ten Business Days prior to the date if such sale or disposition is not prohibited by any terms or conditions 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, without limitationthis Pledge Agreement, the price thereof and Promissory Note or any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate other agreement related hereto. The Secured Party shall upon request of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor a release or releases in form reasonably satisfactory to the Secured Party to release the lien of this Pledge Agreement with respect to such documents Pledged Collateral and take assign, transfer and deliver such actions Pledged Collateral to the Pledgor. Such releases and assignments shall be without warranty by or recourse to the Secured Party, except as to the absence of any prior assignments by the Secured Party of its interest in the Pledged Collateral, and shall be at the expense of the Pledgor. This Pledge Agreement shall terminate upon full and complete payment in full of all Obligations under the Promissory Note, this Pledge Agreement or any other agreement related hereto. The Secured Party, at the time of such termination and at the expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the termination of this Pledge Agreement, and will duly assign, transfer and deliver to the Pledgor such of the Pledged Collateral as has not yet theretofore been sold or otherwise applied or released pursuant to this Pledge Agreement, together with any moneys at the time held by the Secured Party hereunder. Such assignment and delivery shall reasonably request be without warranty by or recourse to evidence such termination the Secured Party, except as to effect the release absence of any prior assignments by the Secured Party of its security interests hereunderinterest in the Pledged Collateral.

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral the occurrence of the Pledgor Project Discharge Date for any Project, the Administrative Agent shall provide notice to the Collateral Agent of such payment in accordance with the terms full and termination of the Swap Documents at Commitments to the direction extent that they relate to such Project, and (i) all Equity Collateral in such Project Company shall be automatically released from the Liens created hereunder and all rights in respect thereof and shall automatically revert to the Borrower, (ii) all powers of or attorney and rights of setoff granted hereunder by the Borrower with respect to the consent of MLCSEquity Collateral in such Project Company shall automatically terminate, MLCS will(iii) the Collateral Agent, at the Pledgor’s expensesole cost and expense of the Borrower, shall (A) execute and deliver all documentation, UCC termination statements and instruments as are furnished by the Borrower to release the Liens created with respect to such Equity Collateral pursuant to this Agreement, (B) upon written notice, authorize the Borrower to prepare and file UCC termination statements terminating all of the Financing Statements filed solely in connection with such Equity Collateral, as applicable, (C) agrees, at the request of the Borrower, to furnish, execute and deliver to the Pledgor such documents documents, instruments, certificates, notices or further assurances as the Pledgor shall Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; providedrequest, however, that (i) at the time sole cost and expense of such request and the Borrower, as necessary or desirable to effect such release no Specified Event of Default shall have occurred and be continuingpartial termination, and (iiD) except as set forth elsewhere in this Agreement, shall return all certificates, instruments, and documents evidencing the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Equity Collateral 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 MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunderProject.

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor Pledged SPE, Intermediate Lessee or Parent Holdco in accordance with the terms of the Swap Documents at Loan Documents, the direction of or with security interest hereof and related guaranties will be deemed to be released in respect of, and the consent of MLCS, MLCS Agent will, at the Pledgorsuch Guarantor’s expense, execute and deliver to the Pledgor such Guarantor such documents as the Pledgor such Guarantor shall reasonably request to evidence the release of (i) such item of Collateral Pledged SPE or Intermediate Lessee from the assignment and security interest granted hereby; provided, however, that (i) at in the time case of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten 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 any sale, transfer or other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such Parent Holdco from its obligations hereunder and from the security interest granted hereby, in reasonable detailthe case of any sale, includingtransfer or other disposition of any Parent Holdco, without limitationand to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from any registry or (B) the Collateral Agent is required to initiate any such deregistration, the price thereof and Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the avoidance of doubt, upon or following any expenses sale, transfer or other disposition by any Pledged SPE of any Eligible Aircraft strictly in connection therewith, together accordance with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Loan Documents. Promptly, upon such Pledged SPE and any such terminationrelated Intermediate Lessee may be dissolved, all rights to the Collateral shall revert to the Pledgor and MLCS shallliquidated or wound up, provided that at the Pledgor’s expensetime of such dissolution, (i) return to Pledgor all certificates representing liquidation or winding up such Pledged SPE shall not Own any Eligible Aircraft and, in the Pledged Equity along with case of any related endorsements and (ii) execute and deliver to the Pledgor Intermediate Lessee, such documents and take such actions as the Pledgor Intermediate Lessee shall reasonably request to evidence such termination to effect the release of its security interests hereundernot be leasing any Eligible Aircraft Owned by any other Pledged SPE.

Release; Termination. (a) (x) Upon any sale, lease, transfer or other disposition of any item of Collateral of the Pledgor any Grantor in accordance with the terms of the Swap Loan Documents at (other than sales of Inventory in the direction ordinary course of or with business), and (y) upon the consent occurrence of MLCSthe Collateral Release Date, MLCS the Administrative Agent will, at the Pledgor’s such Grantor's expense, execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor Grantor shall have delivered to MLCSthe Administrative Agent, at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor such Grantor to the effect that the transaction is in compliance with the Swap Loan Documents and as to such other matters as MLCS may request. Notwithstanding together with a form of release for execution by the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements Administrative Agent and (ii) 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 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 to (at the Pledgor such Borrower's expense) all documents and take such actions as or other instruments that the Pledgor 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 effect receipt by the release Administrative Agent of its 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 clause (y). Notwithstanding any other provision herein to the contrary, upon the consummation of any Qualified Receivables Transaction (including without limitation any sales, conveyances or other transfers of Receivables Program Assets thereunder), the security interests hereunderinterest granted hereunder in any Receivables Program Assets subject to such Qualified Receivables Transaction shall be automatically released.

Release; Termination. (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor in accordance with the terms of the Swap Documents at the direction of or with the consent of MLCS, MLCS will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the 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 Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten 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, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (i) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements endorsements, and (ii) execute and deliver to the Pledgor such documents and take such actions as the Pledgor shall reasonably request to evidence such termination to effect the release of its security interests hereunder.