Transactions to be Effected at the Closing (a) At the Closing, Seller, FGWLA and CLAC, as applicable, shall execute and deliver to Purchaser, and shall cause their Affiliates (including the Inactive HMOs) to execute and deliver to Purchaser, as applicable: (i) the Seller Indemnity Reinsurance Agreement; (ii) the FGWLA Indemnity Reinsurance Agreement; (iii) the CLAC Indemnity Reinsurance Agreement; (iv) the Seller Administrative Services Agreement; (v) the FGWLA Administrative Services Agreement; (vi) the CLAC Administrative Services Agreement; (vii) the Transition Services Agreement; (viii) the Assumption Agreement; (ix) the Network Licensing Agreement; (x) the Transfer Documents; (xi) the Headquarters Leases; (xii) the Subleases, (xiii) certificates representing the Shares, duly endorsed in blank or accompanied by duly executed instruments of transfer reasonably acceptable to Purchaser; (xiv) the Subsidiary Assumption Agreement and (xv) such other agreements, instruments and documents as are required by this Agreement to be delivered by Seller, FGWLA, CLAC or their Affiliates at the Closing. (b) At the Closing, Purchaser shall execute and deliver to Seller, FGWLA and CLAC, as applicable: (i) the Seller Indemnity Reinsurance Agreement; (ii) the FGWLA Indemnity Reinsurance Agreement; (iii) the CLAC Indemnity Reinsurance Agreement; (iv) the Seller Administrative Services Agreement; (v) the FGWLA Administrative Services Agreement; (vi) the CLAC Administrative Services Agreement; (vii) the Transition Services Agreement; (viii) the Assumption Agreement; (ix) the Network Licensing Agreement; (x) the Transfer Documents; (xi) the Headquarters Leases; (xii) the Subleases; and (xiii) such other agreements, instruments and documents as are required by this Agreement to be delivered by Purchaser at the Closing.
Release Upon Payment in Full Upon Payment in Full, the Administrative Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties.