Common use of Release; Termination Clause in Contracts

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documents.

Release; Termination. The pledge (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor, the Designated Purchaser will, at the Pledgor’s expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) the Pledgor shall have delivered to the each Secured Party, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, 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 Designated Purchaser (which release shall be in from and substance satisfactory to the Designated Purchaser) and a certificate of the Pledgor to the effect that the transaction is in compliance with the Documents and as to such other matters as the Designated Purchaser may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition shall be used to redeem Class A Notes in accordance with Section 3 of the Class A Notes. Notwithstanding the foregoing, the Pledgor agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Secured Obligations is rescinded or must otherwise be restored by any Secured Party upon the insolvency, bankruptcy or reorganization of the Pledgor, Holdings or otherwise, all as though such payment had not been made. Upon the Termination Date, the pledge, assignment and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, terminate and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallDesignated Purchaser will, at the Pledgor’s costexpense and without any representations, (y) warranties or recourse of any kind whatsoever, execute and deliver UCC financing statement amendments or releases that remove to the released Collateral from any previously filed financing statements that included Pledgor such released Collateral in documents as the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may shall reasonably request to evidence such termination and deliver to the Pledgor all certificates and instruments representing or confirm that evidencing the Collateral is released in accordance with this Section 19 has been released from then held by the Liens of each of the Loan DocumentsDesignated Purchaser.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way Swap Documents at the direction of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of MLCS, MLCS will, at the Lenders Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or Requisite Lendersother disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as applicableto such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the Credit Agreementterms of the Amendment to Swap Documents. Promptly, and, in each caseupon any such termination, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as Pledgor and when requested by any Pledgor, the Collateral Agent MLCS shall, at the Pledgor’s costexpense, (yi) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements, and (ii) execute and deliver UCC financing statement amendments or releases that remove to the released Collateral from any previously filed financing statements that included Pledgor such released Collateral in the description of the assets covered thereby documents and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action actions as such the Pledgor may shall reasonably request to evidence or confirm that such termination to effect the Collateral is released in accordance with this Section 19 has been released from the Liens release of each of the Loan Documents.its security interests hereunder

Release; Termination. The pledge (a) Upon any sale, transfer or other disposition of any item of Collateral of the Pledgor, the Designated Note Purchaser and the Designated Lender will, at the Pledgor's expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; PROVIDED, HOWEVER, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) the Pledgor shall have delivered to the each Secured Party, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, 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 Designated Note Purchaser and the Designated Lender (which release shall be in from and substance satisfactory to the Designated Note Purchaser and the Designated Lender) and a certificate of the Pledgor to the effect that the transaction is in compliance with the Documents and as to such other matters as the Designated Note Purchaser and the Designated Lender may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition shall be used to redeem the Notes in accordance with the terms and conditions of the Notes. Notwithstanding the foregoing, the Pledgor agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Secured Obligations is rescinded or must otherwise be restored by any Secured Party upon the insolvency, bankruptcy or reorganization of the Pledgor, Holdings or otherwise, all as though such payment had not been made.(b) Upon the Termination Date, the pledge, assignment and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, terminate and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallDesignated Note Purchaser and the Designated Lender will, at the Pledgor’s cost's expense and without any representations, (y) warranties or recourse of any kind whatsoever, execute and deliver UCC financing statement amendments or releases that remove to the released Collateral from any previously filed financing statements that included Pledgor such released Collateral in documents as the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may shall reasonably request to evidence such termination and deliver to the Pledgor all certificates and instruments representing or confirm that evidencing the Collateral is released in accordance with this Section 19 has been released from then held by the Liens of each of Designated Note Purchaser and the Loan DocumentsDesignated Lender.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way 2005 Pledge Agreement Documents at the direction of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of the Lenders Pledgee, the Pledgee will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to the Pledgee, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or Requisite Lendersother 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 Pledgee and a certificate of the Pledgor to the effect that the transaction is in compliance with the 2005 Pledge Agreement Documents and as applicableto such other matters as the Pledgee may request. Notwithstanding the foregoing, the Pledgee shall release its security interest as required to do so pursuant to the Credit Agreementterms of the Agreement With Respect to Swap Collateral. Promptly, and, in each caseupon any such termination, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to Pledgor and the contrary herein, as and when requested by any Pledgor, the Collateral Agent Pledgee shall, at the Pledgor’s costexpense, (yi) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements and (ii) execute and deliver UCC financing statement amendments or releases that remove to the released Collateral from any previously filed financing statements that included Pledgor such released Collateral in the description of the assets covered thereby documents and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action actions as such the Pledgor may shall reasonably request to evidence or confirm that such termination to effect the Collateral is released in accordance with this Section 19 has been released from the Liens release of each of the Loan Documentsits security interests hereunder.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way Swap Documents at the direction of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of MLCS, MLCS will, at the Lenders Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Specified Event of Default shall have occurred and be continuing, and (ii) the Pledgor shall have delivered to MLCS, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, transfer or Requisite Lendersother disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by MLCS and a certificate of the Pledgor to the effect that the transaction is in compliance with the Swap Documents and as applicableto such other matters as MLCS may request. Notwithstanding the foregoing, MLCS shall release its security interest as required to do so pursuant to the Credit Agreementterms of the Amendment to Swap Documents. Promptly, and, in each caseupon any such termination, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as Pledgor and when requested by any Pledgor, the Collateral Agent MLCS shall, at the Pledgor’s costexpense, (yi) return to Pledgor all certificates representing the Pledged Equity along with any related endorsements, and (ii) execute and deliver UCC financing statement amendments or releases that remove to the released Collateral from any previously filed financing statements that included Pledgor such released Collateral in the description of the assets covered thereby documents and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action actions as such the Pledgor may shall reasonably request to evidence or confirm that such termination to effect the Collateral is released in accordance with this Section 19 has been released from the Liens release of each of the Loan Documentsits security interests hereunder.

Release; Termination. The (a) Upon any sale, lease, transfer or other disposition of any item of Pledged Collateral of any Loan Party in accordance with the terms of the Secured Credit Documents to a Person other than a Loan Party or a Subsidiary thereof, such Pledged Collateral shall be released from the assignment and security interest granted hereby, and in connection therewith, the Collateral Agent will, at such Loan Party’s expense, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the release of such item of Pledged Collateral (other than Inventory sold in the ordinary course of business) from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.02 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Agent when and as required under Section 2.02, and (iii) in the case of Pledged Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash Proceeds arising from the sale or disposition of such Pledged Collateral. Upon the latest of (i) the payment in full in cash of the Secured Credit Obligations (other than contingent indemnification obligations which are not then due and payable) and (ii) the Maturity Date, the pledge and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, terminate and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Pledged Collateral shall revert to the applicable Pledgor. Notwithstanding any provision Loan Party; provided that, with respect to that portion of the Secured Credit Obligations consisting of Airline Service Agreement Obligations, the pledge and security interest granted hereby (to the contrary herein, as extent securing Airline Service Agreement Obligations) shall terminate and when requested by all rights to such Pledged Collateral shall revert to the applicable Loan Party on the Airline Service Agreement Termination Date. Upon any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgorapplicable Loan Party’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Loan Party such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action documents as such Pledgor may Loan Party shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Collateral Documents will automatically be released (i) in whole, upon payment Payment in full Full of the Secured Obligations or upon the Collateral Release DateObligations, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Credit Agreement, (iii) with respect to any Collateral that is owned by a Pledgor Grantor that is released from its Guarantee pursuant to Section 5.09(c) of the Loan Credit Agreement, (iv) with respect to any Security Collateral associated with a Restricted Subsidiary that is redesignated as an Unrestricted Subsidiary pursuant to Section 5.09(b) of the Credit Agreement, (v) with respect to the Agreement Collateral, on the Agreement Collateral Release Date and (ivvi) with the consent of the Required Lenders or Requisite Lenders, as applicable, pursuant to Section 9.08(b) of the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding any provision to the contrary herein, as and when requested by any PledgorGrantor, the Collateral Administrative Agent shall, at the PledgorGrantor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor Grantor any such released Collateral in the Collateral Administrative Agent’s possession following the release of such Collateral. If requested in writing by a PledgorGrantor, the Administrative Agent shall, at the PledgorGrantor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor Grantor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 20 has been released from the Liens of each of the Loan Collateral Documents.

Release; Termination. The pledge (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents to any Person other than a Loan Party or upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any Proceeds thereof) shall automatically terminate; provided that, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as with respect to any property constituting Collateral that is soldalso subject to any Lien securing any Permitted Subordinated Indebtedness, leasedthe Lien created under this Agreement shall not terminate unless the Lien securing such Permitted Subordinated Indebtedness is (or is simultaneously) terminated. Upon the release of any Grantor (other than the Company) from its Subsidiary Guaranty, transferred or otherwise disposed of by a Pledgor if any, in accordance with the terms of the Loan Documents, including by way the Lien created under this Agreement on the Collateral of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is such Grantor shall automatically terminate and such Grantor shall automatically be released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgorobligations hereunder. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the The Collateral Agent shallwill, at the Pledgorsuch Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released to such Grantor such documents (together with any applicable possessory Collateral from any previously filed financing statements that included such released Collateral if then in the description possession of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action ) as such Pledgor may Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 21(a); provided that such Grantor shall have delivered to the Collateral Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or confirm other disposition in reasonable detail, and a certificate of such Grantor to the effect that the Collateral transaction is released in accordance compliance with this Section 19 has been released from the Liens of each of the Loan DocumentsDocuments and as to such other matters as the Collateral Agent may request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.

Release; Termination. The pledge So long as no Event of Default shall have occurred and security interest granted hereby shall automatically terminatethe requirements of payment set forth in the Promissory Note are satisfied, the Liens on Pledgor may sell or dispose of any Pledged Collateral, if such sale or disposition is not prohibited by any terms or conditions of this Pledge Agreement, the Promissory Note or any other agreement related hereto. The Secured Party shall upon request of the Pledgor execute and deliver to the Pledgor a release or releases in form reasonably satisfactory to the Secured Party to release the lien of this Pledge Agreement with respect to such Pledged Collateral granted under and assign, transfer and deliver such Pledged Collateral to the Loan Documents will automatically Pledgor. Such releases and assignments shall be released (i) without warranty by or recourse to the Secured Party, except as to the absence of any prior assignments by the Secured Party of its interest in wholethe Pledged Collateral, and shall be at the expense of the Pledgor. This Pledge Agreement shall terminate upon full and complete payment in full of all Obligations under the Promissory Note, this Pledge Agreement or any other agreement related hereto. The Secured Obligations or upon Party, at the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed time of by a Pledgor in accordance with such termination and at the terms expense of the Loan DocumentsPledgor, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant will execute and deliver to the Loan Pledgor a proper instrument or instruments acknowledging the termination of this Pledge Agreement, and (iv) with will duly assign, transfer and deliver to the consent Pledgor such of the Lenders Pledged Collateral as has not yet theretofore been sold or Requisite Lenders, as applicable, otherwise applied or released pursuant to the Credit this Pledge Agreement, and, in each case, all rights together with any moneys at the time held by the Secured Party hereunder. Such assignment and delivery shall be without warranty by or recourse to the applicable Collateral shall revert Secured Party, except as to the applicable Pledgor. Notwithstanding absence of any provision to prior assignments by the contrary herein, as and when requested by any Pledgor, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral Secured Party of its interest in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Pledged Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documents.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other Disposition of any item of Non-Shared Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Credit Agreement, (iiii) so long as the Collateral Agent shall not be required to execute a release or release possession with respect to any thereto, the security interest in such Non-Shared Collateral that is owned by a Pledgor that is shall be released from its Guarantee pursuant to the Loan Agreementautomatically, and without further action, and (ivii) under any other circumstance, (x) upon the delivery to the Collateral Agent of a certificate of the Parent Guarantor to the effect that such sale, lease, transfer or other Disposition is in accordance with the consent terms of the Lenders Credit Agreement and (y) within five (5) Business Days after notice to the Administrative Agents of the receipt by the Collateral Agent of such a certificate, if prior to the end of such period the Collateral Agent has not received a written objection from the Administrative Agents, the security interest in such Non-Shared Collateral shall be released and the Collateral Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Non-Shared Collateral from the assignment and security interest granted hereby; provided, however, that if such sale, lease, transfer or Requisite Lenders, as applicable, pursuant to other Disposition would result in a prepayment under Section 2.05(b)(i)of the Credit Agreement, andthen a Responsible Officer of the Parent Guarantor shall be required to deliver a notice at least five Business Days prior to the date of such Disposition which notice shall (i) specify the Non-Shared Collateral to be so sold or otherwise disposed of and (ii) certify that the proceeds of such Non-Shared Collateral will be applied in accordance with the Credit Agreement and this Agreement, and the Grantors are not, and after giving effect to such release, would not be, in each caseDefault under the Credit Agreement; provided further, all rights however, that if prior to the applicable time that the Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any PledgorAgent delivers documents evidencing a release under this Section 23(a), the Collateral Agent shall, at the Pledgor’s cost, shall have received a Collateral Trust Agreement Default Notice (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral as defined in the Collateral Agent’s possession following the release of Trust Agreement) that shall not have been withdrawn prior to such Collateral. If requested in writing by a Pledgor, time and the Administrative Agents on behalf of the Required Section 8.01 Lenders shall not have directed the Collateral Agent shall, at the Pledgor’s cost, promptly execute and to deliver such other documentsa release, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that than the Collateral is released Agent shall so notify the Grantors and shall not sign any release or releases in accordance connection with this Section 19 has been released from the Liens of each of the Loan Documentssuch Disposition.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, Upon the Liens on earlier of (a) the Collateral granted under the Loan Documents will automatically be released later of (i) in whole, upon payment in full full, in cash, of the Secured Obligations or upon the Collateral Release Date, then due and payable and (ii) the Termination Date and (b) the consummation of any sale or foreclosure in respect of any of the Collateral conducted by or under the direction of the Lender, the security interest granted by this Article VII shall automatically terminate and the Collateral shall automatically be released from such security interest but, in the case of the foregoing clause (b), only to the extent of the Collateral disposed of in such transaction, and only following the receipt by the Lender of the proceeds of such disposition, and the Lender shall enter into such documentation as may be reasonably requested by the purchaser of such Collateral and reasonably acceptable to any property constituting the Lender in order to evidence such release. Upon the earlier date referred to in the first sentence, the Borrower shall be entitled to the return, upon its request and at its expense, of such of the Collateral that is sold, leased, transferred as shall not have been sold or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee applied pursuant to the Loan Agreementterms hereof and the Lender will enter into and deliver such documentation as shall be reasonably requested by the Borrower, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant may be reasonably acceptable to the Credit AgreementLender, andto evidence such release, in each case, all rights to including UCC termination statements and such notices as the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the Collateral Agent shallBorrower may reasonably request, at the PledgorBorrower’s costexpense, (y) execute to evidence and deliver UCC financing statement amendments or releases that remove confirm the released Collateral from any previously filed financing statements that included such released Collateral in the description release and discharge of the assets covered thereby and (z) deliver security interest granted by this Article VII. In the event that the Lender is required to such Pledgor refund any such released Collateral in amounts to the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a PledgorBorrower pursuant to Section 2.10(a), the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm amounts that the Collateral is released in accordance with this Section 19 has been are so refunded shall automatically be released from the Liens of each security interest granted by this Article VII and the Lender shall enter into such documentation as may be reasonably requested by the Borrower and reasonably acceptable to the Lender in order to evidence such release, all at the expense of the Loan DocumentsBorrower.

Release; Termination. The pledge and security interest granted hereby shall automatically terminatea. Upon any sale, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in wholetransfer or other disposition of any Pledged SPE, upon payment in full of the Secured Obligations Intermediate Lessee or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Parent Holdco in accordance with the terms of the Loan Documents, including by way the security interest hereof and related guaranties will be deemed to be released in respect of, and the Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of merger(i) such Pledged SPE or Intermediate Lessee from the security interest granted hereby, consolidation in the case of any sale, transfer or dissolution that is permitted under the Loan Agreementother disposition of any Pledged SPE or Intermediate Lessee, or (iiiii) with respect to any Collateral that is owned by a Pledgor that is released such Parent Holdco from its Guarantee pursuant obligations hereunder and from the security interest granted hereby, in the case of any sale, transfer or other disposition of any Parent Holdco, and to the Loan Agreement, and extent that (ivA) with the Collateral Agent’s consent is required for any deregistration of the Lenders interests in such released Collateral from any registry or Requisite Lenders, as applicable, pursuant (B) the Collateral Agent is required to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding initiate any provision to the contrary herein, as and when requested by any Pledgorsuch deregistration, the Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the Pledgor’s costavoidance of doubt, (y) execute and deliver UCC financing statement amendments upon or releases that remove the released Collateral from following any previously filed financing statements that included such released Collateral in the description sale, transfer or other disposition by any Pledged SPE of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released Eligible Aircraft strictly in accordance with this Section 19 has been released from the Liens of each terms of the Loan Documents, such Pledged SPE and any related Intermediate Lessee may be dissolved, liquidated or wound up, provided that at the time of such dissolution, liquidation or winding up such Pledged SPE shall not Own any Eligible Aircraft and, in the case of any related Intermediate Lessee, such Intermediate Lessee shall not be leasing any Eligible Aircraft Owned by any other Pledged SPE.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in wholetransfer or other disposition of any Pledged SPE, upon payment in full of the Secured Obligations Intermediate Lessee or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Parent Holdco in accordance with the terms of the Loan Documents, including by way the security interest hereof and related guaranties will be deemed to be released in respect of, and the Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of merger(i) such Pledged SPE or Intermediate Lessee from the security interest granted hereby, consolidation in the case of any sale, transfer or dissolution that is permitted under the Loan Agreementother disposition of any Pledged SPE or Intermediate Lessee, or (iiiii) with respect to any Collateral that is owned by a Pledgor that is released such Parent Holdco from its Guarantee pursuant obligations hereunder and from the security interest granted hereby, in the case of any sale, transfer or other disposition of any Parent Holdco, and to the Loan Agreement, and extent that (ivA) with the Collateral Agent’s consent is required for any deregistration of the Lenders interests in such released Collateral from any registry or Requisite Lenders, as applicable, pursuant (B) the Collateral Agent is required to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding initiate any provision to the contrary herein, as and when requested by any Pledgorsuch deregistration, the Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the Pledgor’s costavoidance of doubt, (y) execute and deliver UCC financing statement amendments upon or releases that remove the released Collateral from following any previously filed financing statements that included such released Collateral in the description sale, transfer or other disposition by any Pledged SPE of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released Eligible Aircraft strictly in accordance with this Section 19 has been released from the Liens of each terms of the Loan Documents, such Pledged SPE and any related Intermediate Lessee may be dissolved, liquidated or wound up, provided that at the time of such dissolution, liquidation or winding up such Pledged SPE shall not Own any Eligible Aircraft and, in the case of any related Intermediate Lessee, such Intermediate Lessee shall not be leasing any Eligible Aircraft Owned by any other Pledged SPE.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) (x) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including by way Documents (other than sales of merger, consolidation or dissolution that is permitted under Inventory in the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreementordinary course of business), and (ivy) upon the occurrence of the Collateral Release Date, the Administrative Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that, in the case of a release pursuant to clause (x) above, (i) such Grantor shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a certificate of such Grantor to the effect that the transaction is in compliance with the consent Loan Documents together with a form of release for execution by the Administrative Agent and (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05 of the Lenders Credit Agreement shall, to the extent so required, be paid or Requisite Lendersmade to, or in accordance with the instructions of, the Administrative Agent when and as applicable, pursuant to required under Section 2.05 of the Credit Agreement. In addition, andafter December 31, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor2005, the Collateral Administrative Agent shallagrees to release the security interest granted hereunder by those Grantors that are Subsidiaries of the Borrower, and to execute and deliver (at the Pledgor’s costBorrower's expense) all documents or other instruments that the Borrower shall reasonably request to evidence such termination and release, so long as at such time (x) no Default or Event of Default has occurred and is continuing, (y) execute no such Grantor qualifies as a Material Subsidiary and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included all such released Collateral in the description of the assets covered thereby Grantors taken together as one entity would not qualify as a Material Subsidiary and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release guaranty of such Collateral. If requested Grantors in writing favor of the holders of any Subordinated Notes will be terminated simultaneously therewith, subject to receipt by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each a certificate of a Responsible Officer of the Loan DocumentsBorrower as to the satisfaction of the conditions set forth in the preceding clauses (x), (y) and (z), showing the calculations used in determining compliance with clause (y). Notwithstanding any other provision herein to the contrary, upon the consummation of any Qualified Receivables Transaction (including without limitation any sales, conveyances or other transfers of Receivables Program Assets thereunder), the security interest granted hereunder in any Receivables Program Assets subject to such Qualified Receivables Transaction shall be automatically released.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral Grantor that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with not prohibited under the terms of the Loan Documents, including by way of mergerthe security interest granted hereby shall be automatically terminated and released in full and the Collateral Agent will, consolidation or dissolution that is permitted under the Loan Agreementat such Grantor’s expense, (iiii) with respect to any if such Collateral that is owned by a Pledgor that is released from its Guarantee pursuant being disposed of constitutes physical Security Collateral delivered to the Loan Collateral Agent hereunder, at the written request of such Grantor at least seven Business Days prior to such anticipated disposition, return such item of Security Collateral to the Grantor, it being understood that in such notice such Grantor may request such item of physical Security Collateral to be delivered directly to a third-party purchaser or escrow agent no later than two Business Days prior to the anticipated date of such disposition, and (ii) execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that, in the event that such sale, lease, transfer or other disposition of such item of Collateral does not occur within fifteen (15) days (or such later date as may be agreed by the Collateral Agent in its sole discretion) from the delivery of such item of Collateral to the applicable Grantor or to a third-party purchaser or escrow agent, the applicable Grantor or third-party purchaser or escrow agent shall deliver such item of Collateral to the Collateral Agent no later than twenty (20) days (or such later date as may be agreed by the Collateral Agent in its sole discretion), after the delivery of such item of Collateral to the applicable Grantor or third-party purchaser or escrow agent; provided, further, however, that (x) 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 (ivy) with if such Grantor has received notice from the consent Collateral Agent that it is exercising remedies against the Collateral following the occurrence and during the continuance of an Event of Default, no Collateral shall be released from the Lenders Collateral Agent’s security interest hereunder without the Collateral Agent’s prior written consent. Upon any modification or Requisite Lenders, as applicable, pursuant amendment of any item of physical Security Collateral delivered to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any PledgorAgent hereunder, the Collateral Agent shall, at shall upon the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description written request of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in applicable Grantor, unless the Collateral Agent’s possession following the release of Agent shall have notified such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm Grantor that it is exercising remedies against the Collateral is released following an Event of Default, return such item of Security Collateral to the Grantor for its replacement or modification, following which such Grantor shall promptly deliver the new or modified item of the Collateral to the Collateral Agent in accordance with this Section 19 has been released from the Liens of each of the Loan DocumentsAgreement.

Release; Termination. (a) The pledge and security interest Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in wholeupon any sale, upon payment in full lease, transfer or other disposition of the Secured Obligations or upon the such Collateral Release Datepermitted by, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor and in accordance with with, the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect Secured Agreements to any Person other than Holdings, the Company or any Restricted Subsidiary (as defined in any Secured Agreement) and (ii) upon the effectiveness of any consent to the release of the security interest granted hereby in any Collateral that is owned by a Pledgor that pursuant to Section 10.03 of the Indenture and any applicable provision of any Additional Secured Agreement. The Lien created under this Agreement on the Collateral of any Grantor shall automatically terminate and such Grantor shall automatically be released from its obligations hereunder (x) as it relates to the Notes Obligations, if such Grantor is released from its Guarantee Guaranty in accordance with Section 11.05 of the Indenture and (y) as it relates to the Secured Obligations under any Additional Secured Agreement, if it ceases to be a guarantor under such Additional Secured Agreement pursuant to the Loan applicable provisions of such Additional Secured Agreement, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the The Collateral Agent shallwill, at the Pledgorsuch Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action documents as such Pledgor may Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05(a); provided that such Grantor shall have delivered to the Collateral Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or confirm other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured Agreements and as to such other matters as the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan DocumentsAgent may request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.