Common use of Termination; Release Clause in Contracts

Termination; Release. After the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense of the Company, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this Agreement.

Termination; Release. After the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantora) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense of the Company, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assignrelease, transfer and deliver to each Grantor Pledgor (without recourse and without any representation or warranty) all of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. (b) In the event that all or any part of the Collateral is sold, conveyed or disposed of in connection with any form of asset disposition permitted by the Credit Agreements or otherwise released, in whole or in part, at the direction of the Required Secured Creditors and the proceeds of such asset disposition are applied in accordance with, and to the extent required by, the provisions of the Credit Agreements, the Pledgee, at the request and expense of any Pledgor, will duly assign, release, transfer and deliver to the appropriate Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as may be in possession of the Collateral Agent is then being (or has been) so sold or released and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder:. (1c) At any time that a Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral that is soldas provided in Section 18(a) or (b) hereof, transferred, disbursed or otherwise disposed of to a Person other than a Grantor it shall deliver to the extent Pledgee a certificate signed by a principal executive officer of such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided Pledgor stating that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee the respective Collateral is in accordance with Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it in accordance with this AgreementSection 18.

Termination; Release. After (a) When all the Termination DateSecured Obligations have been paid in full, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) shall terminate and the Liens and security interests granted hereunder Pledged Collateral shall terminate be automatically and without further action by any party, and released from the Collateral Agent, at the written request and sole expense of the Company, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be Liens in possession favor of the Collateral Agent and has not theretofore been sold the other Secured Parties created hereby, and all obligations (other than those expressly stated to survive such termination) of each Pledgor to the Collateral Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Pledgor following any such termination, the Collateral Agent shall deliver such documents as such Pledgor shall reasonably request to evidence such release and termination. (b) If any of the Collateral shall (i) be sold, transferred or otherwise applied disposed of by any Pledgor in a sale, transfer or released other disposition permitted by the Indenture and each Other Second-Priority Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, or (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the Indenture and each other Second-Priority Obligations Document, then, in each case such Collateral shall be automatically and without further action released from the security interests created by this Agreement. If a Pledgor is disposed of pursuant to a transaction permitted by the Indenture and each Other Second-Priority Agreement or is otherwise released from its guarantee pursuant to (and to the extent permitted by) the Indenture and each Other Second-Priority Agreement, such Pledgor shall be automatically and without further action released from its obligations under this Agreement. In additioneither case, the Collateral Agent, at the written request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the Companytermination and release of the Liens created hereby on Collateral of such Pledgor, will release or such Pledgor, as applicable, subject to, if reasonably requested by the Collateral Agent, the Collateral Agent’s receipt of an Officers’ Certificate from the Lien created hereunder:Issuer stating that such transaction is in compliance with the Indenture and each Other Second-Priority Agreement. (1c) Collateral that is soldThe Liens securing the Secured Obligations in respect of the Notes will be released or subordinated, transferredin whole or in part, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions as provided in Section 1504 of the Indenture. (d) The Liens securing Other Second-Priority Obligations of any series will be released or subordinated, in whole or in part, as certified provided in writing the Other Second-Priority Agreement governing such obligations. (e) The Liens securing the Secured Obligations shall be released when required pursuant to the terms of the ABL Intercreditor Agreement or the First Lien/Junior Lien Intercreditor Agreement, following the request of the applicable party or parties thereto, subject to, if reasonably requested by the Company; provided Collateral Agent, the Collateral Agent’s receipt of an Officer’s Certificate from the Issuer stating that any productssuch release is in compliance with the Indenture, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property each Other Second-Priority Agreement and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this applicable Intercreditor Agreement.

Termination; Release. After The Pledged Collateral and the Termination DateSecured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (b) or (c) of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement (including other than any provision providing for sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the appointment Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Collateral Credit Agreement, the Administrative Agent as attorney-in-fact for any Grantor) shall, upon the request and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request sole cost and sole expense of the CompanyPledgors, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Administrative Agent and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. In additionthe terms hereof, the Collateral Agentand, at the written request with respect to any other Pledged Collateral, proper documents and sole expense of the Companyinstruments (including UCC-3 termination financing statements or releases, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by documentation as such Pledgor shall reasonably request) acknowledging the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon termination hereof or the release of such Grantor from its Note Guarantee in accordance with the terms of the IndenturePledged Collateral, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this Agreementcase may be.

Termination; Release. After Upon termination of the Termination DateCommitments and payment in full of all Credit Party Obligations (other than (x) contingent indemnification obligations and (y) Bank Product Debt) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized in accordance with the Credit Agreement), this Agreement (including shall automatically terminate. Upon termination of this Agreement the Pledged Collateral shall be released automatically from the Lien of this Agreement with further action required by any provision providing for Person. The Security Interest and any Liens granted herein to the appointment Administrative Agent in the Pledged Collateral of any Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by and in accordance with the terms of the Collateral Agent Credit Agreement as attorney-in-fact for a result of which such Subsidiary Guarantor ceases to be a Guarantor. Upon any Grantor) and the Liens and security interests granted hereunder shall terminate automatically and without further action Disposition by any partyPledgor of any Pledged Collateral that is permitted under and in accordance with the terms of the Credit Agreement (other than a sale or transfer to another Credit Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 9.1 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically released. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and the Collateral Agent, at the written request sole cost and sole expense of the CompanyPledgors, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Administrative Agent and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. In additionthe terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments acknowledging the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed termination hereof or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the IndenturePledged Collateral, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this Agreementcase may be.

Termination; Release. After (a) When all the Termination DateSecured Obligations have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement (including shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any provision providing for release of Pledged Collateral or any part thereof in accordance with the appointment provisions of the Credit Agreement, the Collateral Agent as attorney-in-fact for any Grantor) shall, upon the request and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request sole cost and sole expense of the CompanyPledgors, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and has as shall not theretofore have been sold or otherwise applied or released pursuant to this the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing and subject to the terms of the Intercreditor Agreement. In addition, if any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor to a Person that is not a Grantor in a transaction permitted by the Credit Agreement, then the Collateral Agent, at the written request and sole expense of the Companysuch Grantor, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of shall promptly execute and deliver to a Person other than a such Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds all releases or other consideration received by documents reasonably necessary for the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this Agreementcreated hereby on such Collateral.

Termination; Release. (a) After the Termination Datetermination of the Total Commitments, or at such time as no Note is outstanding and all Loans and other Obligations have been paid in full, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any partyterminate, and the Collateral Agent, at the written request and sole expense of the CompanyAssignor, will execute and deliver to each Grantor the Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Grantor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, the Collateral Agent shall, at the request of the Assignor, release any or all of the Collateral, provided that (x) such release is permitted by the terms of the Credit Agreement or otherwise has been approved in writing by the Required Lenders and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement or any consent or waiver with respect thereto. (c) At any time that the Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.10(a) or (b), it shall deliver to the Collateral Agent a certificate signed by an authorized officer stating that the release of the respective Collateral is permitted pursuant to Section 10.10(a) or (b). In additionthe event that any part of the Collateral is released as provided in the preceding paragraph (b), the Collateral Agent, at the written request and sole expense of the CompanyAssignor, will release from the Lien created hereunder: (1) Collateral that is soldduly assign, transferred, disbursed or otherwise disposed of to a Person other than a Grantor transfer and deliver to the extent Assignor or its designee (without recourse and without any representation or warranty) such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, Collateral as certified is then being (or has been) so sold and as may be in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms possession of the Indenture, as certified in writing by the Company; Collateral Agent and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Companyhas not theretofore been released pursuant to this Agreement. The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any Secured Creditor as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it as permitted by this AgreementSection 10.

Termination; Release. (a) After the Termination Datedate upon which all of the Secured Obligations have been permanently paid in full, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense of the CompanyDebtor, will promptly execute and deliver to each Grantor the Debtor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3 or its equivalent) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Grantor the Debtor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition. (b) So long as no Event of Default has occurred and is continuing or would result therefrom, upon (i) the sale or other disposition of any part of the Collateral or any substitution of any Containers constituting any part of the Collateral that is permitted by the Loan Documents or that is otherwise consented to by the Required Lenders (or such higher percentage as may be required pursuant to the terms of the Term Loan Agreement), (ii) the use of any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, or (iii) the release of any part of the Collateral at the direction of the Collateral Agent, such Collateral shall automatically be released from the Lien of this Agreement, and the Lien of this Agreement shall be terminated with respect to such Collateral, and such Collateral shall automatically be assigned, transferred and conveyed to the applicable Debtor by the Collateral Agent. (c) Upon and after any and all releases contemplated in clauses (a) and (b) above, at the written request and at the sole reasonable cost and expense of the CompanyDebtor, the Collateral Agent will execute and deliver such documentation, including termination or partial release from statements and the Lien created hereunder: like (1without recourse and without any representation or warranty) Collateral that is sold, transferred, disbursed to evidence such release or otherwise disposed in connection therewith; provided, that upon request of to a Person other than a Grantor the Collateral Agent, the Debtor shall deliver to the extent such sale, transfer, disbursement or disposition is not prohibited Collateral Agent a certificate signed by the provisions a Senior Designated Officer of the Indenture, as certified in writing by the Company; provided Debtor stating that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of the respective Collateral is permitted pursuant to such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and Section 9.8(a) or (3b). (d) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any other Secured Creditor as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event release of Collateral by it in accordance with (or which the Collateral Agent in the immediately preceding sentence, such UCC termination statements, absence of gross negligence and such other documentation as shall willful misconduct believes to be reasonably requested by any Grantor to effect in accordance with) this Section 7.8 and the termination and release of the Liens and security interests granted by this AgreementLoan Documents.

Termination; Release. After (a) This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until the First Priority Obligations Payment Date shall have occurred, this Agreement (including any provision providing for ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the appointment rights and remedies of the Collateral Agent as attorney-in-fact for any Grantor) hereunder, to the benefit of the Collateral Agent and each of the Liens First Priority Secured Parties and security interests granted hereunder shall terminate automatically their respective successors, transferees and assigns. Upon the occurrence of the First Priority Obligations Payment Date and without further action by any partyPerson, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent or any First Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the written request and sole expense of the Companyrelevant Grantor, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be in possession of the Collateral Agent is then being (or has been) so sold or released and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition. (c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or (b), the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor Borrower shall deliver to the extent such sale, transfer, disbursement or disposition is not prohibited Collateral Agent a certificate signed by the provisions of the Indenture, as certified in writing by the Company; provided a Responsible Officer stating that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and respective Collateral is permitted pursuant to Sections 15(a) or (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Companyb). The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any First Priority Secured Party as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it as permitted by this AgreementSection 15.

Termination; Release. After The Pledged Collateral and the Termination Date, Obligations of any Guarantor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement. In addition, if any Pledged Collateral is sold or otherwise disposed of (including any provision providing for other than to a U.S. Loan Party) in a manner permitted by the appointment Credit Agreement, such Pledged Collateral shall be released from the Liens created hereby. Furthermore, at such time as the Obligations shall have been paid in full and the Commitments have been terminated, the Pledged Collateral shall be released from the Liens created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted each Pledgor hereunder shall terminate automatically and terminate, all without further action delivery of any instrument or performance of any act by any party, and all rights to the Pledged Collateral shall revert to the Pledgors. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral AgentAgent shall, upon the request and at the written request sole cost and sole expense of the CompanyPledgors, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of the Collateral Agent and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. In additionthe terms hereof, the Collateral Agentand, at the written request with respect to any other Pledged Collateral, proper documents and sole expense of the Companyinstruments (including UCC-3 termination statements or releases, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by documentation as such Pledgor shall reasonably request) acknowledging the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon termination hereof or the release of such Grantor from its Note Guarantee in accordance with the terms of the IndenturePledged Collateral, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this Agreementcase may be.

Termination; Release. After (a) This Agreement, the Termination DateSecurity Interest and all other security interests granted hereby shall terminate when all Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full (or, in the case of Secured Swap Agreements, cash collateralized in a manner, and pursuant to documentation, satisfactory to the Administrative Agent) and all Commitments and New Commitments have terminated or expired. (b) A Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Borrower. (c) Upon any sale or other transfer or disposition by any Grantor of any Collateral that is not prohibited under the Credit Agreement, or upon the sale of participations in the entirety of any Member Loans that are included in the Collateral or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the Credit Agreement or this Agreement Agreement, the Security Interest in such Collateral shall be automatically released (including any provision providing it being understood, for the appointment avoidance of doubt, that the sale of Member Loans pursuant to a Whole Loan Program or the sale of participations in Member Loans and, in each case, the retention of servicing rights by Borrow with such Member Loans will not impair or prevent the automatic release of the Security Interest in such Collateral). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense of the Company, will execute and deliver to each any Grantor the proper instruments acknowledging the termination of this Agreementat such Grantor's expense, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of termination statements, releases, or other documentation as documents pursuant to this Section 9.14 shall be reasonably requested without recourse to or warranty by any Grantor to effect the termination and release of the Liens and security interests granted by this AgreementCollateral Agent.

Termination; Release. After (a) This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, this Agreement (including any provision providing for ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the appointment rights and remedies of the Collateral Agent as attorney-in-fact for any Grantor) hereunder, to the benefit of the Collateral Agent and each of the Liens Second Priority Secured Parties and security interests granted hereunder shall terminate automatically their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any partyPerson, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the written request and sole expense of the Companyrelevant Grantor, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be in possession of the Collateral Agent is then being (or has been) so sold or released and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition. (c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or (b), the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor Borrower shall deliver to the extent such sale, transfer, disbursement or disposition is not prohibited Collateral Agent a certificate signed by the provisions of the Indenture, as certified in writing by the Company; provided a Responsible Officer stating that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and respective Collateral is permitted pursuant to Sections 15(a) or (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Companyb). The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any Second Priority Secured Party as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it as permitted by this AgreementSection 15.

Termination; Release. (a) After the Termination Datetermination of the Total Commitment and all Secured Interest Rate Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations have been paid in full, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any partyterminate, and the Collateral Agent, at the written request and sole expense of the CompanyAssignor, will execute and deliver to each Grantor the Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, 24 and will duly assign, transfer and deliver to each Grantor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, the Pledgee shall, at the request of the Borrower and the Pledgor, release any or all of the Collateral, provided that (x) such release is permitted by the terms of the Credit Agreement (it being agreed for such purposes that a release will be deemed "permitted by the terms of the Credit Agreement" if the proposed transaction constitutes an exception to Section 8.02 of the Credit Agreement) or otherwise has been approved in writing by the Required Banks and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement or any consent or waiver with respect thereto. (c) At any time that the Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.9(a) or (b), it shall deliver to the Collateral Agent a certificate signed by a principal executive officer stating that the release of the respective Collateral is permitted pursuant to Section 10.9(a) or (b). In additionthe event that any part of the Collateral is released as provided in the preceding paragraph (b), the Collateral Agent, at the written request and sole expense of the CompanyAssignor, will release from the Lien created hereunder: (1) Collateral that is soldduly assign, transferred, disbursed or otherwise disposed of to a Person other than a Grantor transfer and deliver to the extent Assignor (without recourse and without any representation or warranty) such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, Collateral as certified is then being (or has been) so sold and as may be in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms possession of the Indenture, as certified in writing by the Company; Collateral Agent and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Companyhas not theretofore been released pursuant to this Agreement. The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any Secured Creditor as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it as permitted by this AgreementSection 10.

Termination; Release. After the Termination DateDate (defined below), this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) shall terminate and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Administrative Agent, at the written request and sole expense of the CompanyPledgors, will promptly execute and deliver to each Grantor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Grantor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Administrative Agent and which has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In additionAs used in this Agreement, “Termination Date” shall mean the date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations have been paid. So long as (A) no Default or Event of Default has occurred and is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the Credit Agreement exists, upon (i) the sale or other disposition of any part of the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Indenture, as certified in writing Collateral at the direction of the Administrative Agent or (iv) the pledge by any Pledgor of the Company; provided that any products, proceeds or other consideration received by the Grantors in respect Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization, such Collateral shall continue automatically be released from the Lien of this Agreement and the Lien of this Agreement shall be terminated with respect to constitute Collateral to the extent required hereunder; (2) the property such Collateral. Upon and assets of a Grantor upon the release of such Grantor from its Note Guarantee after any and all releases contemplated in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and delivertwo immediately preceding paragraphs, at the written request and at the sole cost and expense of the CompanyPledgors, the Administrative Agent will execute and deliver such documentation, including termination or partial release statements, a release letter and any similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, upon termination request of this Agreement or occurrence the Administrative Agent, each Pledgor shall deliver to the Administrative Agent a certificate signed by an authorized officer of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and Pledgor stating that each release of the Liens respective Collateral is permitted pursuant to this Section 25.8. The Administrative Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or which the Administrative Agent in the absence of gross negligence and security interests granted by willful misconduct believes to be in accordance with) this AgreementSection 25.8.

Termination; Release. After (a) This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, this Agreement (including any provision providing for ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together with the appointment rights and remedies of the Collateral Agent as attorney-in-fact for any Grantor) hereunder, to the benefit of the Collateral Agent and each of the Liens Second Priority Secured Parties and security interests granted hereunder shall terminate automatically their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any partyPerson, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party). Upon any such termination, the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the written request and sole expense of the Companyrelevant Grantor, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each such Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as may be in possession of the Collateral Agent is then being (or has been) so sold or released and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition. (c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or (b), the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor Borrower shall deliver to the extent such sale, transfer, disbursement or disposition is not prohibited Collateral Agent a certificate signed by the provisions of the Indenture, as certified in writing by the Company; provided a Responsible Officer stating that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and respective Collateral is permitted pursuant to Sections 15(a) or (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Companyb). The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any Second Priority Secured Party as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it as permitted by this AgreementSection 15. Section 16.

Termination; Release. After When all the Termination DateSecured Obligations have been paid in full (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or Cash Collateralized in accordance with the provisions of the Credit Agreement, this Agreement (including shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any provision providing for release of Pledged Collateral or any part thereof in accordance with the appointment provisions of the Credit Agreement, the Collateral Agent as attorney-in-fact for any Grantor) shall, upon the request and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request sole cost and sole expense of the CompanyPledgors, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and has as shall not theretofore have been sold or otherwise applied or released pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC‑3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. a. If any of the Pledged Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a sale, transfer or other disposition permitted by the Credit Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, then such Pledged Collateral shall be automatically and without further action released from the security interests created by this Agreement. If (i) all or substantially all of the Equity Interests of a Pledgor are sold or otherwise transferred pursuant to a transaction permitted by the Credit Agreement (other than to another Pledgor), (ii) a Pledgor is designated as an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement or (iii) a Pledgor is otherwise released from its guarantee of the Obligations pursuant to the Credit Agreement, in each case, such Pledgor shall be automatically and without further action released from its obligations under this Agreement. In additioneach case, the Collateral Agent, at the written request and sole expense of the Companysuch Pledgor, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of shall execute and deliver to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds Pledgor all releases or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property documents reasonably necessary or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect desirable for the termination and release of the Liens created hereby on Pledged Collateral of such Pledgor, or such Pledgor, as applicable. b. Notwithstanding anything to the contrary contained herein or elsewhere, if (i) the Obligations have been paid in full (other than contingent indemnification obligations not then due and security interests granted by this payable) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or collateralized in accordance with the provisions of the Credit Agreement., (ii) Secured Obligations of the type described in clauses (b) and (c) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and

Termination; Release. After (a) On the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder interest created hereby shall terminate automatically and without further action by any partyterminate, and the Collateral AgentAgent shall, at the written request and sole expense of the CompanyPledgors, will execute and deliver to each Grantor the Pledgors as promptly thereafter as reasonably practicable a proper instrument or instruments provided to it acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Grantor the Pledgors (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in the Collateral) such of the Collateral as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any proceeds of Collateral at the time held by the Collateral Agent or any of its sub-agents hereunder. (b) Notwithstanding anything to the contrary contained above, upon the presentment of satisfactory evidence to the Collateral Agent in its sole discretion that all obligations evidenced by any Pledged Note have been repaid or otherwise satisfied or forgiven in full, and that any payments received by the applicable Pledgor were permitted to be received by such Pledgor pursuant to Section 6 hereof, the Collateral Agent shall, upon the request and at the expense of such Pledgor, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty other than a representation that the Collateral Agent has not granted any lien on or security interest in such Pledged Note) such Pledged Note if same is then in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (c) In the event that any part of the Collateral is sold in connection with a sale permitted by Section 4.16 of the Indenture or released in accordance with Section 11.05 of the Indenture and the proceeds of such sale or sales or from such release are applied in accordance with, and to the extent required by, the Indenture, to the extent required to be so applied, the Collateral Agent, at the request and expense of the Pledgors, will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent or any of its sub-agents and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition. (d) At any time that any Pledgor desires that Collateral be released as provided in the foregoing subsection (a), (b) or (c), it shall deliver to the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral Agent a certificate signed by its chief financial officer stating that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of the respective Collateral is permitted pursuant to such Grantor from its Note Guarantee in accordance with the terms of the Indenturesubsection (a), as certified in writing by the Company; and (3b) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. (c). (e) The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any Secured Creditor as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it in accordance with this AgreementSection 18.

Termination; Release. After the Termination DateDate (defined below), this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) shall terminate and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense of the CompanyPledgors, will promptly execute and deliver to each Grantor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Grantor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and which has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In additionAs used in this Agreement, “Termination Date” shall mean the date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations have been paid. So long as (A) no Default or Event of Default has occurred and is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the Credit Agreement exists, upon (i) the sale or other disposition of any part of the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Indenture, as certified in writing Collateral at the direction of the Agent or (iv) the pledge by any Pledgor of the Company; provided that any products, proceeds or other consideration received by the Grantors in respect Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization, such Collateral shall continue automatically be released from the Lien of this Agreement and the Lien of this Agreement shall be terminated with respect to constitute Collateral to the extent required hereunder; (2) the property such Collateral. Upon and assets of a Grantor upon the release of such Grantor from its Note Guarantee after any and all releases contemplated in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and delivertwo immediately preceding paragraphs, at the written request and at the sole cost and expense of the CompanyPledgors, the Agent will execute and deliver such documentation, including termination or partial release statements, a release letter and any similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, upon termination request of this Agreement or occurrence the Agent, each Pledgor shall deliver to the Agent a certificate signed by an authorized officer of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and Pledgor stating that each release of the Liens respective Collateral is permitted pursuant to this Section 25.8. The Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it in accordance with (or which the Agent in the absence of gross negligence and security interests granted by willful misconduct believes to be in accordance with) this AgreementSection 25.8.

Termination; Release. After This Agreement shall terminate upon (a) the Termination Dateirrevocable repayment, this Agreement satisfaction and discharge in full of all Obligations (including any provision providing other than contingent reimbursement and indemnification obligations which are unknown, unmatured and for the appointment of the Collateral Agent as attorney-in-fact for any Grantorwhich no claim has been made) and (b) the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Agent, at the written request and sole expense termination of the Company, will execute and deliver to each Grantor the proper instruments acknowledging the all Aggregate Commitments. Upon termination of this Agreement, the Collateral shall be released automatically from the Lien of this Agreement. The Administrative Agent may also release, from time to time, its security interest in the relevant Collateral created hereby in accordance with the provisions of the Loan Documents. Upon such release or any sale, transfer or other disposition of Collateral or any part thereof in accordance with the provisions of the Loan Documents, the Administrative Agent shall, upon the request and will duly at the sole cost and expense of the Pledgor, assign, transfer and deliver to each Grantor (the Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Administrative Agent and has as shall not theretofore have been sold or otherwise applied or released pursuant to this Agreementthe terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. In addition, the security interest created hereby in the relevant Collateral Agent, at the written request shall be automatically and sole expense immediately released when such Collateral is transferred out of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor Account to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee Pledgor in accordance with the terms of the IndentureCollateral Administration Agreement, as certified in writing without further action by the Company; and (3) Administrative Agent, the Collateral Administrator, the Borrower, any property Lender or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this AgreementPerson.

Termination; Release. After (a) This Agreement, the Termination DateSecurity Interest and all other security interests granted hereby shall terminate in accordance with Article 10 of the Credit Agreement. (b) A Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to the Credit Agreement or this Agreement Agreement, the Security Interest in such Collateral shall be automatically released. (including d) In connection with any provision providing for the appointment termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent as attorney-in-fact for shall execute and deliver to any Grantor at such Grantor) ’s expense, all UCC termination statements, releases and the Liens and security interests granted hereunder similar documents that such Grantor shall terminate automatically and without further action by any partyreasonably request to evidence such termination or release; provided, and however, that no such documents shall be required unless such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date such documents are required by such Grantor, or such lesser period of time as agreed by the Collateral Agent, written request for release describing the item of Collateral and sole expense the consideration to be received in the sale, transfer, or other disposition and any expenses in connection therewith, together with a form of the Company, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in possession of release for execution by the Collateral Agent and has not theretofore been sold a certificate by such Grantor to the effect that the transaction is in compliance with the Loan Documents. Any execution and delivery of termination statements, releases, or otherwise applied or released other documents pursuant to this Agreement. In addition, Section 9.14 shall be without recourse to or warranty by the Collateral Agent, at the written request and sole expense . [Remainder of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted by this Agreement.page intentionally left blank]

Termination; Release. (a) After the Termination Date, this Agreement (including any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantor) and the Liens and security interests granted hereunder interest created hereby shall automatically terminate automatically and (provided that all indemnities set forth herein including, without further action by limitation, in Section 11 hereof shall survive any partysuch termination), and the Collateral Agent, at the written request and sole expense of the Companysuch Pledgor, will execute and deliver to each Grantor the such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to each Grantor such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. , together with any moneys at the time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii). (b) In additionthe event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the Termination Date or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Collateral Agent, at the written request and sole expense of the Companysuch Pledgor, will duly release from the Lien security interest created hereunder:hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (1c) At any time that any Pledgor desires that Collateral that is soldbe released as provided in the foregoing Section 19(a) or (b), transferred, disbursed or otherwise disposed of to a Person other than a Grantor it shall deliver to the extent Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided Pledgor stating that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and respective Collateral is permitted pursuant to Section 19(a) or (3b) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. hereof. (d) The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any other Secured Creditor as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of Collateral by it in accordance with (or which the Liens and security interests granted by Collateral Agent in good faith believes to be in accordance with) this AgreementSection 19.

Termination; Release. (a) After the Termination Date, this Agreement shall terminate (including provided that all indemnities set forth herein including, without limitation, in Section 10 hereof shall survive any provision providing for the appointment of the Collateral Agent as attorney-in-fact for any Grantorsuch termination) and the Liens and security interests granted hereunder shall terminate automatically and without further action by any party, and the Collateral Administrative Agent, at the written request and sole expense of the Companyrelevant Pledgor, will execute and deliver to each Grantor the relevant Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver deliver, or have delivered, to each Grantor the relevant Pledgor (or its designee) (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. , together with any moneys at the time held by the Administrative Agent hereunder. (b) In addition, the event that any part of the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to sold in connection with a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited sale permitted by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds Credit Agreement or other consideration received by the Grantors in respect of any such Collateral shall continue is otherwise subject to constitute Collateral to the extent required hereunder; (2) the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the IndentureCredit Agreement, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliverAdministrative Agent, at the written request and expense of such Pledgor will release such Collateral from this Agreement, and will duly assign, transfer and deliver, or have delivered, to such Pledgor (without recourse and without any representation or warranty) such of the CompanyCollateral as is then being (or has been) so sold or released and as may be in possession of the Administrative Agent and has not theretofore been released pursuant to this Agreement, upon termination or if such Collateral cannot be located, an affidavit of this Agreement or occurrence of loss with appropriate indemnification language. (c) At any event time that a Pledgor desires that Collateral be released as provided in the immediately preceding sentenceforegoing Section 16(b), such UCC termination statements, and such other documentation as it shall be reasonably requested deliver to the Administrative Agent a certificate signed by any Grantor to effect an authorized officer stating that the termination and release of the Liens and security interests granted respective Collateral is permitted pursuant to Section 16(b) or the Credit Agreement. The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted by this Section 16 or the Credit Agreement.

Termination; Release. After This Security Agreement shall continue in effect (notwithstanding the Termination Date, this fact that from time to time there may be no Indebtedness outstanding) until the Commitments under the Loan Agreement (including any provision providing for the appointment have terminated and all of the amounts payable under the Loan Agreement and under the other Loan Documents (other than contingent indemnification and expense reimbursement amounts for which no claim has been made) has been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered to the Lender as required by the Loan Agreement), whether or not any Secured Products remain outstanding or any amounts are payable thereunder, whereupon the Lender shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral Agent as attorney-in-fact for any Grantor) and money received in respect thereof, to or on the Liens order of the respective Grantor and security interests granted hereunder to be released and canceled all licenses and rights referred to in Section 5.4. The Lender shall terminate automatically and without further action by any party, and the Collateral Agentalso, at the written request and sole expense of the Companysuch Grantor, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. In addition, the Collateral Agent, at the written request and sole expense of the Company, will release from the Lien created hereunder: (1) Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than a Grantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral to the extent required hereunder; (2) the property and assets of a respective Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Company. The Collateral Agent shall also execute and deliver, at the written request and expense of the Company, upon termination of this Agreement or occurrence of any event in the immediately preceding sentence, such UCC Uniform Commercial Code termination statements, certificates for terminating the Liens and such other documentation as shall be reasonably requested by any the respective Grantor to effect the termination and release of the Liens and security interests granted on the Collateral as required by this Section 7.14. Upon any disposition of property permitted by the Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Lender shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Lender, including financing statement amendments to evidence such release.

Termination; Release. After (a) This Agreement shall create a continuing security interest in the Termination DateCollateral and shall (i) remain in full force and effect until payment in full of the Secured Obligations, this Agreement (including any provision providing for ii) be binding upon the appointment Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Secured Parties and their respective successors, transferees and assigns. Upon the payment in full of the Secured Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor subject to any existing liens, security interests or encumbrances on such Collateral. Upon any such termination, the Collateral Agent will, at the Grantor's expense, execute and deliver to the Grantor such documents as attorney-in-fact for the Grantor shall reasonably request to evidence such termination. (b) In the event that any Grantorpart of the Collateral of the Grantor (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement and, in the case of a sale or sales contemplated by clause (i) above, the proceeds of such sale or sales are applied in accordance with the terms herein and of the Credit Agreement, such Collateral will be sold free and clear of the Liens and security interests granted hereunder shall terminate automatically and without further action created by any party, this Agreement and the Collateral Agent, at the written request and sole expense of the CompanyGrantor, will execute and deliver to each Grantor the proper instruments acknowledging the termination of this Agreement, and will duly assign, transfer and deliver to each the Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in possession of the Collateral Agent Grantor as is then being (or has been) so sold or released and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (c) Except as may be otherwise provided in the Credit Agreement, at any time that the Grantor desires that the Collateral of the Grantor be released as provided in the foregoing Sections 15(a) or (b), the Grantor shall deliver to the Collateral Agent a certificate signed by a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Sections 15(a) or (b). In addition, If requested by the Collateral Agent, at the written request and sole expense of the CompanyGrantor shall furnish appropriate legal opinions (from counsel, will release from the Lien created hereunder: (1) Collateral that is soldwhich may be in-house counsel, transferred, disbursed or otherwise disposed of to a Person other than a Grantor acceptable to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Indenture, as certified in writing by the Company; provided that any products, proceeds or other consideration received by the Grantors in respect of any such Collateral shall continue to constitute Collateral Agent) to the extent required hereunder; (2) effect set forth in the property and assets of a Grantor upon the release of such Grantor from its Note Guarantee in accordance with the terms of the Indenture, as certified in writing by the Company; and (3) any property or asset of a Grantor that is or becomes an Excluded Asset, as certified in writing by the Companyimmediately preceding sentence. The Collateral Agent shall also execute and deliver, at have no liability whatsoever to any Secured Party as the written request and expense of the Company, upon termination of this Agreement or occurrence result of any event in the immediately preceding sentence, such UCC termination statements, and such other documentation as shall be reasonably requested by any Grantor to effect the termination and release of the Liens and security interests granted Collateral by it as permitted by this AgreementSection 15.