Common use of Release; Termination Clause in Contracts

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with as permitted by the Transaction Documents and receipt by the Collateral Agent of a written certification by the Company that such disposition or other event, as applicable, is not permitted under the terms of the Loan Transaction Documents or otherwise as specified (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), then, in Section 9.10 the case of the Credit foregoing clause (i), the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary, as applicable, shall immediately terminate and automatically be released and, in the case of the foregoing clause (ii), Collateral Agent will, in each case and subject to the Intercreditor Agreement, promptly deliver at the Grantor’s request to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Collateral Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, howeverthat, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (such documents are required by Grantor, or such later date as may be reasonably acceptable to lesser period of time agreed by the Collateral Agent), a written request for release in reasonable detail describing the item of CollateralCollateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which form shall be reasonably acceptable to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is will be in compliance with the Loan Transaction Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

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

Release; Termination. (a) Upon any sale, lease, transfer or -------------------- other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) in the case of a transaction effected under Section 5.02(e)(vi) or (vii) of the Credit Agreement, at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days six Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(g) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, ; (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 Collateral Agent of the Credit Agreement, be deemed to be released with no further action on Net Cash Proceeds arising from the part sale or disposition of any Personsuch Collateral.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor the Pledgor in accordance with the terms of the Loan Swap Documents at the direction of or otherwise as specified in Section 9.10 with the consent of the Credit AgreementMLCS, the Collateral Agent MLCS will, at such Grantorthe Pledgor’s expense, execute and deliver to such Grantor the Pledgor such documents as such Grantor or the applicable transferee Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) such Grantor the Pledgor shall have delivered to the Collateral AgentMLCS, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent MLCS and a certificate of such Grantor the Pledgor to the effect that the transaction is in compliance with the Loan Swap Documents and as to such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the terms of the Amendment to Swap Documents. Promptly, upon any such termination, all rights to the Collateral shall revert to the Pledgor and MLCS shall, at the Pledgor’s expense, (iiii) return to Pledgor all certificates representing the proceeds of Pledged Equity along with any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, related endorsements and (ii) execute and deliver to the extent so required, be paid or made to, or in accordance with Pledgor such documents and take such actions as the instructions of, Pledgor shall reasonably request to evidence such termination to effect the Collateral Agent when and as required under Section 2.05 release of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Personits security interests hereunder.

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

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

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

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

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

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms Section 7.05 of the Loan Documents or otherwise as specified in Section 9.10 of the Credit each Secured Agreement, the Collateral Agent Agent, acting on the instructions of the Applicable Authorized Representative, will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release release, no Event of Default shall have occurred and be continuingcontinuing and no Default will occur as a result thereof, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which release shall be in form and substance reasonably satisfactory to the Collateral Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent (or the Required Lenders through the Collateral Agent) may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition Disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.03 of the Term Loan Agreement and Section 2.05 of the Revolving Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.03 of the Term Loan Agreement and Section 2.05 of the Revolving Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified Documents, the security interest in Section 9.10 of the Credit Agreement, such Collateral will automatically be released without further action by any party and the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(g) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, ; (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course case of business and other salesCollateral sold or disposed of, leases, transfers or other dispositions and dispositions that are the release of a Lien created hereby will not prohibited be effective until the receipt by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 Collateral Agent of the Credit Agreement, be deemed to be released with no further action on Net Cash Proceeds arising from the part sale or disposition of any Personsuch Collateral.

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

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

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

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (to a personPerson other than another Grantor) in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(e) of the Term Loan Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days (or such shorter period as the Collateral Agent may agree in its sole discretion) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited permitted by the Credit Term Loan Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person, and (ivii ) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral.

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms Section 10.2.6 of the Loan Documents Agreement or otherwise as specified in Section 9.10 pursuant to any other provision of the Credit Agreementthis Agreement or any other Loan Document that expressly requires Agent to release its Liens on Collateral, the Collateral Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, in the case of a release requested in connection with any sale, transfer or other disposition, that (i) at the time of such request and such release release, no Event of Default shall have occurred and be continuingcontinuing and no Default will occur as a result thereof, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent (which release shall be in form and substance reasonably satisfactory to Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as Agent (or the Required Lenders through Agent) may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 5 of the Credit Loan Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 5 of the Credit Loan Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Administrative Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 the Credit Agreement. (b) Upon the latest of (i) the indefeasible payment in full in cash of the Secured Obligations under the Credit Agreement, (ii) the Revolving Loan Termination Date and (iviii) with respect to sales, leases, transfers the termination or the dispositions expiration of Equipment and Inventory in the ordinary course all Letters of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit AgreementCredit, the Liens pledge and security interest granted herein shall, hereby shall terminate and all rights to the extent contemplated by Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person20.

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(e) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.04 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.04 of the Credit Agreement, Agreement and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions sales and dispositions that are not prohibited permitted by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales of Inventory in Section 9.10 the ordinary course of the Credit Agreementbusiness), the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default or Prospective Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days ten (10) Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement Loan Documents shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Loan Documents. 22Midway – Security Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

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

Release; Termination. (a) Upon any sale, lease, transfer or --------------------- other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) in the case of a transaction effected under Section 5.02(e)(vi) or (vii) of the Credit Agreement, at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days six Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (to a Person other than another Grantor) in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 of the Credit AgreementDocuments, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that that, except as permitted under Section 5.02(e) of the Credit Agreement, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five days three (3) Business Days (or such shorter period as the Collateral Agent may agree in its sole discretion) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions sales of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited permitted by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, shall be deemed to be released with no further action on the part of any Person, and (ivii ) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral.

Release; Termination. Upon (ax) Upon any sale, lease, transfer or other disposition of any item of Collateral permitted by, and in accordance with, the terms of the Credit Documents, or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.12 of the Credit Agreement, (y) the release of any Grantor from its obligations under the applicable Guaranty, if any, in accordance with the terms of the Loan Credit Documents or otherwise as specified (z) the release of a Lien in any Collateral required by Section 9.10 2.06 of the Credit Intercreditor Agreement, the Collateral Agent willwill (without recourse and without representation and warranty), at such Grantor’s Grantors’ expense, execute and deliver to such Grantor the Company such documents as such Grantor or the applicable transferee Company shall reasonably request to evidence the release of such item of Collateral or such Grantor, as the case may be, from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default or Event of Default shall have occurred and be continuing, (ii) such Grantor Company shall have delivered to the Collateral Agent, at least five days (5) Business Days (or such shorter period as the Collateral Agent may agree) prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral or Grantor and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor an Authorized Officer the Company to the effect that the transaction is in compliance with the Loan DocumentsCredit Documents and as to such other matters as the Collateral Agent may reasonably request, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the applicable clause of Section 2.05 5.02 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under the applicable clause of Section 2.05 5.02 of the Credit Agreement, Agreement and (iv) it being acknowledged and agreed that notwithstanding anything contained herein or in any other Credit Document to the contrary, (A) sales of any Equity Interests in a Credit Party, which include a sale or transfer of ABL Priority Collateral, shall be evaluated for purposes of determining compliance with the Credit Documents as if such sale was a sale of any ABL Priority Collateral which would be transferred in connection with any such sale of Equity Interests, (B) with respect to salesany sale, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers transfer or other dispositions disposition (or deemed sale, transfer or disposition) of any ABL Priority Collateral that is (1) to an entity other than (a) a Credit Party or (b) any entity that would be required to become a Credit Party as a result of such transaction, and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, (2) permitted pursuant to the extent contemplated by Section 9.10 10.02(d) of the Credit Agreement, be deemed to be released with no further action on the Agreement or as part of any Persontransfer of any Equity Interest, upon and so long as the Administrative Agent has received the certificate of an Authorized Officer of Holdings pursuant to Section 10.02(d)(3)(vi) of the Credit Agreement and the form of release(s) for execution by the Collateral Agent, in form and substance reasonably satisfactory to it, the Collateral Agent shall be authorized to and shall be required to promptly thereafter (without recourse and without representation and warranty), at the Company’s expense, execute and deliver to the Company in connection with the closing of such transaction such documents as Company shall reasonably request to evidence the release of such Collateral and (C) no proceeds of any transaction permitted by Section 10.02 of the Credit Agreement shall be deemed released in connection with any such transaction.”

Release; Termination. (a) Upon any (x) sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified (other than sales and leases of Inventory in Section 9.10 the ordinary course of business but including, without limitation, dispositions pursuant to any Securitization Transaction permitted under the Credit Agreement) or (y) any items of Collateral becoming Designated Fixed Assets, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) except in the case of items of Collateral becoming Designated Fixed Assets or asset dispositions pursuant to Section 5.02(e)(i) of the Credit Agreement with a fair market value of less than $500,000, such Grantor shall have delivered to the Collateral Agent, at least five days ten Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Collateral Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 2.06 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 2.06 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

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

Release; Termination. (a) Upon any sale, lease, transfer or other disposition Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified in Section 9.10 7.05 of the Credit Agreement, the Collateral Administrative Agent will, at such Grantor’s expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor or the applicable transferee shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release release, no Event of Default shall have occurred an be continuing and be continuingno Default will occur as a result thereof, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least five days Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for release in reasonable detail describing the item of CollateralCollateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent (which release shall be in form and substance reasonably satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and as to such other matters as the Administrative Agent (or the Required Lenders through the Administrative Agent) may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition Disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Administrative Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.

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

Release; Termination. (a) (i) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents or otherwise as specified Documents, (x) the security interests created hereby in Section 9.10 of the Credit Agreement, such Collateral shall automatically terminate and (y) the Collateral Agent willAgent, at the request and sole expense of such Grantor’s expense, shall promptly execute and deliver to such Grantor all releases or other documents, and take such documents other actions, in each case as are reasonably necessary to evidence such automatic release of the security interests created hereby in such Collateral; (ii) at the request and sole expense of the Borrower, in the event that a Grantor ceases to be a Designated Subsidiary as a result of a sale, transfer or other disposition of all of the Equity Interests in such Grantor or in a transaction permitted by the applicable transferee Credit Agreement, such Grantor shall be automatically released from its obligations hereunder and any security interest in any Collateral granted hereunder by such Grantor to the Collateral Agent shall be automatically released and, in that connection, the Collateral Agent shall take all actions reasonably request necessary to evidence the such automatic release of such item of Collateral from the assignment obligations and security interest granted herebyinterests; provided, however, that in each case under clause (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor above, the Borrower shall have delivered to the Collateral Agent, at least five days three Business Days prior to the date of the proposed release (or such later date as may be reasonably acceptable to the Collateral Agent)release, a written request for such release in reasonable detail describing (A) if applicable, the Grantor to be released from its obligations hereunder and (B) the item of CollateralCollateral to be released, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents, Documents and (iiiC) the proceeds of any such sale, lease, transfer or other disposition disposition, if any, that are required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.05 of the Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement, be deemed to be released with no further action on the part of any Person.