Common use of Termination and Release Clause in Contracts

Termination and Release. When the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in full.

Termination and Release. When the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties party set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in full.

Termination and Release. When This Agreement (including the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral license granted to the Collateral Agent hereunder and pursuant to Section 6.03 hereof, PROVIDED that any financing statements filed in connection herewithlicense, and to cause the Pledged Collateral and any instrument of transfer previously delivered to sub-license or other transaction entered into by the Collateral Agent in accordance with Section 6.03 prior thereto shall be binding upon the Grantors notwithstanding the termination of this Agreement pursuant to be delivered to this Section 7.14) and the Pledgor, Security Interest shall terminate when all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been indefeasibly paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered other than wholly contingent Obligations in respect of indemnification and expense reimbursement obligations hereunder or under any other Loan Document to the Collateral Agent by overnight courierextent such Obligations are not due and payable), with a copy the Lenders have no further commitment to lend, the Holder (Standby LC Exposure has been reduced to zero, the Trade LC Exposure has been reduced to zero and the Issuing Bank has no further commitment to any additional party designated in writing by issue Letters of Credit under the HolderCredit Agreement, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors' expense, all Uniform Commercial Code termination statements, release of security interests for filing in the United States Patent and Trademark Office and Copyright Office and similar documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.14 shall be entitled without recourse to rely on or warranty by the Officer’s Payoff Certificate as conclusive evidence Collateral Agent. A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released in the event that all the capital stock of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; PROVIDED that the Obligations hereunder Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and under the Note have been paid in fullterms of such consent did not provide otherwise.

Termination and Release. When Upon the termination of, and satisfaction in full of all of the obligations under, a Class of Primary Secured Obligations hereunder and (other than Contingent Indemnification Obligations), the applicable Primary Holder Representative shall promptly provide written notice to the Collateral Trustee stating that the conditions for release of Collateral under the Note shall Primary Secured Instruments for such Class have been paid in full in cash, and satisfied. Upon the Note has been cancelledCollateral Trustee’s receipt of such written notice from the Primary Holder Representative of a Class of Primary Secured Obligations, the Secured Obligations under such Class shall no longer be secured by the Collateral. Upon the Collateral Agent shall, upon Trustee’s (i) receipt of such written notice from all Primary Holder Representatives and (ii) confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligationsall Trustee Fees, the Lien granted hereunder security interests created by the Trust Security Documents shall automatically terminate forthwith and all right, title and interest of the Collateral Agent shall promptly take any actions, as requested Trustee in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder shall revert to the Grantors, their successors and assigns. Upon the termination of the Collateral Trustee’s security interest and the release of the Collateral in accordance with Section 6.12(a), the Collateral Trustee will promptly, at the Company’s written request and expense (and in any financing statements filed in connection herewithevent within 2 Business Days after receipt of such request), (i) execute and deliver to cause the Pledged Company such documents as the Company shall reasonably request to evidence the termination of such security interest or the release of the Collateral and any instrument of transfer previously delivered to the Collateral Agent (ii) deliver or cause to be delivered to the Pledgor, Grantors all at the cost and expense property of the Pledgor. If the Holder does not notify Grantors then held by the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to Trustee or any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courieragent thereof. So long as no Notice of Acceleration shall be in effect, upon the Holder does sale or other Disposition of all the Capital Stock of a Grantor to any Person (other than the Company or any other Loan Party) in a transaction permitted (or not notify prohibited, as the case may be) by all the Primary Secured Instruments: (i) such Grantor and each Subsidiary of such Grantor which is included in such sale or other Disposition (such Grantor and each such Subsidiary being referred to herein as “Included Grantors”) shall cease to be a Grantor hereunder or a party to any Trust Security Document and shall be released automatically from its obligations pursuant hereto and thereto, (ii) the security interests created by the Trust Security Documents entered into by such Included Grantors in all right, title and interest of such Included Grantors in the Collateral, and the security interests created by the Trust Security Documents in the Capital Stock of such Included Grantors, shall terminate automatically, in each case only with respect to such Included Grantors and such Capital Stock (subject to any requirement with respect to the retention of Proceeds of such sale or other Disposition subject to this Agreement or any other Trust Security Document) and (iii) any obligations of such Included Grantors shall, unless otherwise expressly notified by the Company to the Collateral Agent Trustee and the Directing Parties in writing writing, automatically cease to be Secured Obligations. Upon any such termination and receipt by the Collateral Trustee of a certificate from the Company or the relevant Grantor stating that it disagrees with such sale or other Disposition is to a Person other than the Officer’s Payoff Certificate within seven Business Days of Company or any other Loan Party in a transaction permitted or not prohibited, as the Holder’s receipt thereofcase may be, by the Primary Secured Instruments, the Collateral Agent Trustee will promptly, at the Company’s request and expense (and in any event within 2 Business Days after receipt of such request), (x) execute and deliver to the Company and such Included Grantors (and the Grantor that pledged such Capital Stock under the Trust Security Documents) such documents as the Company shall reasonably request to evidence the termination of such security interest or the release of such Collateral, (y) deliver or cause to be delivered to such Included Grantors all property of such Included Grantors then held by the Collateral Trustee or any agent thereof and (z) deliver such Capital Stock to the Grantor that pledged such Capital Stock under the Trust Security Documents. A copy of any certificate by a Grantor to the Collateral Trustee under this Section 6.12(c) shall be entitled sent simultaneously to rely the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(c). Upon receipt by the Collateral Trustee of written notices from each Primary Holder Representative directing the Collateral Trustee to cause the Liens on a portion or all of the OfficerCollateral identified in such notice to be released and discharged, the security interests created by the Trust Security Documents in such Collateral shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to such Collateral shall revert to the Grantors, their successors and assigns. So long as no Notice of Acceleration shall be in effect, upon receipt by the Collateral Trustee of written certification from the Company (and in any event within 2 Business Days after receipt of such request) that physical possession of any Grantor’s Payoff Certificate property then held by the Collateral Trustee or any agent thereof or any separate trustee or co-trustee (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, or for the purpose of exchanging stock certificates or instruments for other stock certificates or instruments in a transaction not constituting a sale or disposition, the Collateral Trustee shall (i) cause to be delivered in escrow such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Collateral Trustee and the Company), and take such other actions in connection with such escrowed release as conclusive evidence such Grantor or the Company may reasonably request in writing; it being understood that the Obligations hereunder delivery of any such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement and the other Trust Security Documents. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(e) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(e). So long as no Notice of Acceleration shall be in effect, upon the sale or other Disposition of Collateral to a third party or other monetization (other than a payment or prepayment), in each case, in a transaction in which such third party is not a Loan Party (a “Third Party Sale”) and which transaction is permitted or not prohibited by all the Primary Secured Instruments, the security interests created by the Trust Security Documents in such Collateral (but not the Proceeds thereof) shall terminate automatically, and the Company or applicable Grantor shall promptly provide the Collateral Trustee with written certification that such sale or other Disposition has occurred and is permitted or not prohibited by all the Primary Secured Instruments. Upon receipt by the Collateral Trustee of a notice from the Company or other Grantor that such Grantor has entered or intends to enter into a binding contract for a Third Party Sale of Collateral, the Collateral Trustee shall, promptly upon receipt of such notice (and in any event within 2 Business Days after receipt of such notice), at such Grantor’s or the Company’s expense, (i) execute and deliver within 5 Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, such documents (in form and substance reasonably satisfactory to the Collateral Trustee and the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such Third Party Sale subject to this Agreement or any other Trust Security Document) and (ii) deliver, or cause to be delivered within 5 Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Trustee or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(f) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow at all times prior to the closing under the Note have been paid applicable Third Party Sale any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(f). Upon receipt by the Collateral Trustee of written certification from the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in fullsatisfaction or settlement in respect of any portion of the Collateral, the Collateral Trustee shall promptly at the Company’s request and expense (and in any event within 2 Business Days after receipt of such request), and as long as no Notice of Acceleration is then in effect (i) execute and deliver, for release only upon receipt by the applicable Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Collateral Trustee and the Grantors) as the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such portion of Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any other Trust Security Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Trustee or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(g) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(g).

Termination and Release. When The security interests granted by each Borrower under this Article 8 and any accommodation security interest granted by a Sponsor in connection with the Qualifying Picture owned by such Borrower shall terminate upon the Borrower’s written election which is delivered to both Agents at any time after all of its Obligations hereunder have been indefeasibly fully paid and performed. The security interests granted by Parent under this Article 8 shall terminate when all Obligations of each of the Note Borrowers have been indefeasibly fully paid and performed and the Commitments shall have terminated and all Letters of Credit shall have expired or been paid in full in cash, terminated or canceled. Upon request by the Credit Parties (and at the Note has been cancelledsole expense of the Credit Parties) after any such termination, the Collateral Administrative Agent shallwill take all reasonable action and do all things reasonably necessary, upon receipt of written confirmation from the Holder that the Obligations hereunder including, without limitation, executing UCC termination statements, Pledgeholder Agreement terminations, termination letters to account debtors and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgorcopyright releases, to terminate and release the security interest in the Collateral granted to it (for the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause benefit of the Pledged Collateral and any instrument of transfer previously delivered Secured Parties) hereunder. Notwithstanding anything to the Collateral Agent to contrary set forth herein, the Administrative Agent’s security interest in an Excess Picture shall not be delivered to the Pledgor, released until (i) all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under relating to the Note, Gap Picture financed using the Pledgor may notify the Collateral Agent of Borrowing Base credit attributable to such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note Excess Picture have been indefeasibly fully paid in full and performed and (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered ii) to the Collateral Agent by overnight courierextent the Borrowing Base credit attributable to an Excess Picture was used to satisfy the minimum equity/excess Borrowing Base tests set forth in either Section 4.2(p) or Section 5.23, with until such time as those tests can be satisfied without the Borrowing Base credit from such Excess Picture. For the avoidance of doubt, if a copy Borrower elects to terminate the Administrative Agent’s security interest in a Qualifying Picture pursuant to the Holder (terms hereof, such Qualifying Picture can no longer be an Excess Picture and the Eligible Receivables related to such Qualifying Picture cannot be used in any additional party designated in writing by Borrowing Base calculation or to satisfy the Holder, including the parties minimum equity/excess Borrowing Base tests set forth on Exhibit B heretoin Section 4.2(p) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullor Section 5.23.

Termination and Release. When This Agreement and the Obligations hereunder Security Interest shall terminate when all the monetary Obligations, other than any contingent indemnity obligations, have been indefeasibly paid in full, the Commitments have expired or been terminated, the LC Exposure has been reduced to zero and the Issuing Banks have no further commitment to issue Letters of Credit under the Note shall have been paid in full in cashCredit Agreement, and the Note has been cancelled, at which time the Collateral Agent shallshall execute and deliver to the Grantors, upon receipt at the Grantors' expense, all Uniform Commercial Code termination statements and similar documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of written confirmation termination statements or documents pursuant to this Section 6.15 shall be without recourse to or warranty by the Collateral Agent. A Subsidiary Grantor shall automatically be released from the Holder that the Obligations its obligations hereunder and under the Note have been paid Security Interest in full the Collateral of such Subsidiary Grantor shall be automatically released in cash the event that all the Equity Interests of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement and the Note has been cancelledother Loan Documents; provided that, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on if required by the order terms of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the ObligationsCredit Agreement, the Lien granted hereunder Required Lenders or all the Lenders, as the case may be, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. The Security Interest shall automatically terminate with respect to Collateral sold, transferred or disposed of in accordance with this Agreement and the Credit Agreement, and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate execute and release the security interest in the Collateral granted deliver to the Collateral Agent hereunder Grantors, at the Grantors' expense, all Uniform Commercial Code partial termination statements and any financing similar documents which the Grantors shall reasonably request to evidence such termination. Such termination statements filed in connection herewithshall, upon the reasonable prior request of the Grantors, be delivered prior to, and to cause the Pledged Collateral and any instrument of held in escrow pending, such sale, transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullor disposition.

Termination and Release. When If, in compliance with the Obligations terms and provisions of the Credit Documents, (i) all of the Equity Interests of any Subsidiary Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Credit Party (nor an Affiliate thereof) in a transaction permitted hereunder or (ii) any Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be released from its obligations under this Agreement (including under Section 9.5 hereof) and the Note other Credit Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in each case, in the case of a sale of all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be released; provided that the Borrower shall have been paid provided the Administrative Agent such certifications or documents as any Agent shall reasonably request (including, without limitation, at least ten (10) Business Days prior to the date of the proposed release (or such shorter period as acceptable to the Administrative Agent), a written request for release identifying the relevant Subsidiary Guarantor and a description of the transaction or designation in full reasonable detail, together with a certification by the Borrower stating that such transaction or designation is in cash, compliance with the Credit Agreement and the Note has been cancelledother Credit Documents). Upon receipt of the certifications and documents required by the preceding sentence, the Collateral Administrative Agent shall, upon receipt at the Borrower’s expense, without recourse or warranty, take such actions as are reasonably necessary to effect each release described in this Section 10.12 in accordance with the relevant provisions of written confirmation from the Holder Collateral Documents; provided, however, that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause no such release shall occur if such Subsidiary Guarantor continues to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received a guarantor in respect thereofof any Refinancing Debt, to any Incremental Equivalent Debt, any Ratio Debt, any Junior Debt or on the order any Permitted Refinancing in respect of any of the Pledgorforegoing. Subject to Upon termination of the confirmation from the Holder described in the immediately preceding sentence, upon the Commitments and payment in full of all Credit Party Obligations (other than (x) contingent indemnification obligations and (y) the Bank Product Debt) and the expiration or termination of all Letters of Credit, this Agreement and the Guarantees made herein shall terminate with respect to all Credit Party Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, except with respect to terminate and release the security interest in the Collateral granted Credit Party Obligations that expressly survive such repayment pursuant to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument terms of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullthis Agreement.

Termination and Release. When In the Obligations hereunder event that (i) the Securities achieve Investment Grade Status on a pro formabasis after giving effect to the termination of the Security Documents and under the Note release of the Collateral from the Liens of this Indenture and the Security Documents, (ii) no Event of Default shall have been paid in full in cashoccurred and be continuing and (iii) on a pro forma basis, after giving effect to the termination of the Security Documents and the Note has been cancelledrelease of the Collateral from the Liens of this Indenture and the Security Documents, the Collateral Agent shall, upon receipt aggregate amount of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order all Indebtedness of the Pledgor. Subject to Company that is secured by a Lien plus(without duplication) all Indebtedness of Restricted Subsidiaries is not greater than 15% of the confirmation from Company's Consolidated Tangible Assets (the Holder occurrence of the events described in the immediately preceding sentenceforegoing clauses (i), upon (ii) and (iii) being collectively referred to as the payment in full "Fall-away Event"): (A) each of the Obligations, Subsidiary Guarantees shall be terminated pursuant to Section 11 of the Lien relevant Subsidiary Guarantee; (B) the pledge of the issued and outstanding Capital Stock of each Guarantor made pursuant to the Pledge Agreement shall be terminated pursuant to Section 15 of the Pledge Agreement; 67 76 (C) each First Preferred Ship Mortgage granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the PledgorGuarantors to the Trustee shall be released pursuant to the granting clause of the relevant First Preferred Ship Mortgage; (D) the assignment of the Charter and all moneys and claims assigned to the Trustee pursuant to each Assignment of Time Charter shall be terminated in accordance with the relevant Assignment of Time Charter; (E) the assignment of the insurances, claims, returns of premium and other moneys and rights assigned to the Trustee pursuant to each Assignment of Insurance shall be terminated pursuant to Section 9 of the relevant Assignment of Insurance; (F) the assignment of the freights, hire and other moneys and claims assigned to the Trustee pursuant to each Assignment of Freights and Hire shall be terminated pursuant to Section 10 of the relevant Assignment of Freights and Hire; (G) the security interests granted to the Trustee pursuant to each Cash Collateral Account Agreement shall terminate and release pursuant to Section 17 of the relevant Cash Collateral Account Agreement, the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewithTrustee pursuant to the Investment Account Agreement shall terminate pursuant to Section 17 of the Investment Account Agreement, and to cause the Pledged Collateral all right, title and any instrument of transfer previously delivered interest in and to the Investment Account and each Cash Collateral Agent to be delivered Account shall revert to the PledgorCompany or the relevant Guarantor, all at as the cost case may be; (H) the mandatory redemption requirements set forth in Sections 3.03 and expense 3.04 shall no longer be applicable to the Company; and (I) except as otherwise set forth herein, (i) the covenants set forth in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10(b), 4.11 (to the extent of the Pledgor. If specific reference to the Holder does not notify Guarantors in the Collateral Agent of proviso), 4.13, 4.14(a), 4.15, 4.16, 4.17, 4.18 (to the cancellation of extent applicable to the Note within five Business Days of payment in full of Guarantors), 4.19 (to the Obligations hereunder extent applicable to the Guarantors), 4.21 (to the extent applicable to the Guarantors) and under the Note4.22, the Pledgor may notify provisions of Article Nine, and clauses (4) and (5) of Section 6.01 shall no longer be applicable to the Collateral Agent of such payment Company, the Guarantors and the Restricted Subsidiaries and (ii) the covenants set forth in full by sending this Article Five shall be applicable to the Company and the Restricted Subsidiaries; provided that (x) the Company and the Guarantors deliver to the Trustee a certificate of written request that the Termination and Release shall occur and (y) the Company delivers to the Trustee (i) an officer of the Pledgor Officer's Certificate certifying that the Obligations under Fall-away Event shall have occurred, (ii) an Opinion of Counsel pursuant to Section 13.03 stating, among other things, that no Event of Default shall have occurred and be continuing and (iii) a letter from each of the Note Rating Agencies certifying that the Securities are 68 77 rated Investment Grade and shall be rated Investment Grade on a pro forma basis after giving effect to termination of the Security Documents and the release of the Collateral from the Liens of this Indenture and the Security Documents and with the changes described in clauses (H) and (I) above. Each of such Officer's Certificate, Opinion of Counsel and letters from the Rating Agencies shall be dated not more than one day prior to the date on which the Company and the Guarantors request that the Termination and Release occur. The occurrence of the Fall-away Event and the satisfaction of the requirements described in clauses (x) and (y) of this Section 5.01 are collectively referred to herein as the "Termination and Release". As soon as practicable after the occurrence of the Termination and Release, the Trustee will, at the Company's expense, (i) return to the Company or the relevant Guarantor, as the case may be, all Collateral as shall not have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered sold or otherwise applied pursuant to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days terms of the Holder’s receipt thereofrelevant Security Document and (ii) promptly execute and deliver all further instruments and documents, the Collateral Agent shall and take all further actions, that may be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence necessary or desirable, or that the Obligations hereunder Company may reasonably request, in order to evidence the Termination and under the Note have been paid in fullRelease. SECTION 5.02.