Common use of RELEASE OF PLEDGORS Clause in Contracts

RELEASE OF PLEDGORS. At any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Secured Party) in a transaction permitted pursuant to the Credit AgreementIndenture and any Pari Passu Payment Lien Document (and which does not violate the terms of any other Secured Document then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee Collateral Agent is authorized and directed, and hereby agreesat the sole expense of the Company, to execute and deliver such instruments of release as are may be reasonably requested in writing by the Pledgor to evidence the release of such PledgorCompany. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company shall deliver to the Pledgee Collateral Agent a certificate signed by a Responsible Officer an authorized officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests capital stock or other equity interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement (other than a sale to any Pledgor or any Subsidiary thereof) and the proceeds of such sale are applied in accordance with the provisions of the Credit Agreement, then to the extent required to be so applied, then, at the request and expense of the Borrower, the respective such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit). At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3626, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 3626. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3626. * * * *

RELEASE OF PLEDGORS. At any time This Agreement and all obligations of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement, then such Pledgor ------------------- Pledgors hereunder and all security interests granted hereby shall be released and terminated when the following has occurred, as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that ownsapplicable, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company stating that (i) the transaction is permitted pursuant to the all Obligations have been indefeasibly paid in full in cash and when all Commitments and all Letters of Credit Agreement and have expired or have otherwise been terminated or (ii) if the Lenders shall give their prior written consent to the transfer of the Pledged Securities and Pledged Limited Liability Company Interests, upon the effectiveness of such consent. Upon such release and termination of all Obligations and such expiration or termination of all Commitments and all Letters of Credit and the security interest hereunder, all rights in and to the Collateral pledged or assigned by each Pledgor hereunder shall automatically revert to such Pledgor, and the Agent and the Lenders shall return any pledged Collateral in their possession to such Pledgor, or to the Person or Persons legally entitled thereto, and shall endorse, execute, deliver, record and file all instruments and documents, and do all other acts and things, reasonably required for the return of the Collateral to such Pledgor, or to the Person or Persons legally entitled thereto, and to evidence or document the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other interests of Secured Party arising under this Agreement, all as a result of reasonably requested by, and at the release of any Pledgor by it in accordance withsole expense of, or which it believes to be in accordance with, this Section 36. * * * *such Pledgor.

RELEASE OF PLEDGORS. At any time This Agreement and all obligations of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement, then such Pledgor ------------------- Pledgors hereunder and all security interests granted hereby shall be released and terminated when the following has occurred, as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that ownsapplicable, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement all Obligations have been indefeasibly paid in full in cash and when all Commitments have expired or have otherwise been terminated or (ii) if the Lenders shall give their prior written consent to the transfer of the Pledged Limited Liability Company Interests, upon the effectiveness of such consent. Upon such release and termination of all Obligations and such expiration or termination of all Commitments and the security interest hereunder, all rights in and to the Collateral pledged or assigned by each Pledgor hereunder shall automatically revert to such Pledgor, and the Agent and the Lenders shall return any pledged Collateral in their possession to such Pledgor, or to the Person or Persons legally entitled thereto, and shall endorse, execute, deliver, record and file all instruments and documents, and do all other acts and things, reasonably required for the return of the Collateral to such Pledgor, or to the Person or Persons legally entitled thereto, and to evidence or document the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other interests of the Secured Party arising under this Agreement, all as a result of reasonably requested by, and at the release of any Pledgor by it in accordance withsole expense of, or which it believes to be in accordance with, this Section 36. * * * *such Pledgor.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company U.S. Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company U.S. Borrower or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then such then, at the request and expense of the U.S. Borrower, the respective Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company U.S. Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company U.S. Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer an officer of the Company U.S. Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 3632. If reasonably requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the U.S. Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiaries) a Credit Party in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3631, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3631. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel reasonably acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3631. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company Borrower or any of its Wholly-Owned Subsidiaries) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then such then, at the request and expense of the Borrower, the respective Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer an officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 3632. If reasonably requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit Agreement and each other Secured Debt Agreement, then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested provided by the Pledgor to evidence the release Section 20(a) of such Pledgorthis Agreement. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are Credit Party is sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Obligation Agreement then in effect), then then, such Pledgor shall be released as a Pledgor and Credit Party pursuant to this Agreement the Loan Documents without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this SectionArticle), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee Collateral Agent is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Partnership desires that a Pledgor be released from this Agreement as provided in this Section 36Article XXVIII, the Company Partnership shall deliver to the Pledgee Collateral Agent a certificate signed by a Responsible Officer of the Company Senior Manager stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 36Article. The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *Article.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Issuer or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company Issuer or any a Restricted Subsidiary of its Subsidiariesthe Issuer either before or after such sale) in a transaction permitted pursuant to that is not prohibited by either Section 4.06 of the Credit AgreementIndenture or by the terms of any applicable Secured Debt Document then in effect, then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver deliver, at the request and expense of such Pledgor, such instruments of release as are reasonably requested satisfactory to the Pledgee, or as directed by the Pledgor to evidence the release of such PledgorSecured Parties. At any time that the Company Issuer desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Issuer shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company Borrower or any of its SubsidiariesSubsidiary Guarantor) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Holdings desires that a Pledgor be released from this Agreement as provided in this Section 3631, the Company Holdings shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Holdings stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3631. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), Holdings shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *31.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company Pledgee is authorized and directed to execute and deliver, at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by satisfactory to the applicable Pledgor to evidence and the release of such PledgorPledgee. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3631, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3631. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3631. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * ****

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested provided by the Pledgor to evidence the release Section 20(a) of such Pledgorthis Agreement. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 3632. * * * ** ANNEX H to PLEDGE AGREEMENT

RELEASE OF PLEDGORS. At any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor (other than a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor necessary to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 3634, the Company shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 3634. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3634. * * * *

RELEASE OF PLEDGORS. At any time (a) all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Restricted Subsidiaries) in a transaction permitted pursuant to the Credit AgreementAgreement or (b) a Pledgor becomes an Excluded Subsidiary, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement or such Pledgor has become an Excluded Subsidiary, as applicable and (ii) the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company U.S. Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company U.S. Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company U.S. Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company U.S. Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Holdings or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiaries) a Credit Party in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Holdings desires that a Pledgor be released from this Agreement as provided in this Section 3633, the Company Administrative Borrower on behalf of Holdings shall deliver to the Pledgee and the Administrative Agent a certificate signed by a Responsible Officer an authorized officer of the Company Holdings stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3633. If requested by Pledgee or the Administrative Agent (although the Pledgee shall have no obligation to make any such request), the Administrative Borrower on behalf of Holdings shall furnish legal opinions (from counsel reasonably acceptable to the Pledgee and the Administrative Agent) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *33.

RELEASE OF PLEDGORS. At any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor (other than a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this SectionSection 36), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor necessary to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests equity interests in any Person that owns, directly or indirectly, all of the Equity Interests equity interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests equity interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3628, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3628. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *28.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Second-Lien Credit Agreement or the security interest therein is otherwise required to be released pursuant to the terms of the Intercreditor Agreement, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests equity interests in any Person that owns, directly or indirectly, all of the Equity Interests equity interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests equity interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3628, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3628. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *28.

RELEASE OF PLEDGORS. At any time (a) all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Restricted Subsidiaries) in a transaction permitted pursuant to the Credit AgreementAgreement or (b) a Pledgor becomes an Excluded Subsidiary, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement or such Pledgor has become an Excluded Subsidiary, as applicable, and (ii) the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * * * * * *EXHIBIT A to Pledge Agreement [FORM OF PLEDGE AGREEMENT SUPPLEMENT] PLEDGE AGREEMENT SUPPLEMENT dated as of _______, ____, between [Name of Pledgor] (the “Pledgor”) and Bank of America, N.A., as Pledgee.

RELEASE OF PLEDGORS. At any time (a) all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company or any of its Restricted Subsidiaries) in a transaction permitted pursuant to the Credit AgreementAgreement or (b) a Pledgor becomes an Excluded Subsidiary, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 363634, the Company shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement or such Pledgor has become an Excluded Subsidiary, as applicable, and (ii) the release of the respective Pledgor is permitted pursuant to this Section 363634. The Pledgee shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 363634. A (35) * * * *EXHIBIT A to Pledge Agreement PLEDGE AGREEMENT SUPPLEMENT [NTD: Unchanged other than the one highlighted reference to “Restricted Subsidiaries” in 2(b).] PLEDGE AGREEMENT SUPPLEMENT dated as of , , between [Name of Pledgor] (the “Pledgor”) and Bank of America, N.A., as Pledgee.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agreesat the sole expense of the Borrower, to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time (i) all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor are sold (to a Person other than the Company Borrower or any of its Subsidiariesa Subsidiary) in a transaction permitted pursuant to the Credit AgreementLoan Documents or (ii) the pledge of all such Equity Interests becomes prohibited, then contractually or by law, as a result of a financing transaction permitted pursuant to the Loan Documents, then, in any such case, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests (and all Collateral owned by such Pledgor shall be released from any liens on the security interest granted hereunder) in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this SectionSection 32), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by satisfactory to it. If at any time all of the Collateral of any Pledgor to evidence is sold (in a manner permitted under the release of Loan Documents), such PledgorPledgor will be released from any liens on the security interest granted hereunder. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer an officer of the Company Borrower stating that (i) the transaction release of such Pledgor is permitted pursuant to the terms of the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 3632 and including reasonable supporting documentation with respect thereto. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Exide or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company a Pledgor or any of its Subsidiariesa Subsidiary thereof) in a transaction permitted pursuant to the Credit AgreementSecured Debt Agreements then in effect, then such then, at the request and expense of Exide, the respective Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Exide desires that a Pledgor be released from this Agreement as provided in this Section 3631, the Company Exide shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Exide stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3631. If requested by the Pledgee (although the Pledgee shall have no obligation to make any such request), Exide shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party PBGC Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *31.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor Credit Party are sold (to a any Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Credit Document then in effect), then then, such Pledgor shall be released as a Pledgor and Credit Party pursuant to this Agreement the Credit Documents without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this SectionArticle), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee Collateral Agent is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by satisfactory to it, all at the Pledgor to evidence expense of the release of such PledgorCredit Parties. At any time that the Company Partnership desires that a Pledgor be released from this Agreement as provided in this Section 36Article XXVIII, the Company Partnership shall deliver to the Pledgee Collateral Agent a certificate signed by a Responsible Officer of the Company Senior Manager stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 36Article. The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Party as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *Article.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiaries) a Credit Party in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee Collateral Agent is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee Collateral Agent a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee Collateral Agent shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Credit Document then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementLoan Agreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company U.S. Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company U.S. Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company U.S. Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company U.S. Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the U.S. Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At Exhibit G any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer senior officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it in the absence of gross negligence or willful misconduct believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor Borrowers and their respective Subsidiaries are sold (to a Person other than the Company either Borrower or any of its SubsidiariesSubsidiary Guarantor) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Holdings desires that a Pledgor be released from this Agreement as provided in this Section 3631, the Company Holdings shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Holdings stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 3631. The If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), Holdings shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *31.

RELEASE OF PLEDGORS. At any time all of the Equity Interests of any Pledgor owned by the Company or any other Pledgor (other than a Borrower) are sold (to a Person other than the Company or any of its Subsidiaries) in a transaction permitted pursuant to the Credit Agreement, then such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity NEWYORK 9251668 (2K) Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this SectionSection 36), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, to execute and deliver such instruments of release as are reasonably requested by the Pledgor necessary to evidence the release of such Pledgor. At any time that the Company desires that a Pledgor be released from this Agreement as provided in this Section 36, the Company shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective Pledgor is permitted pursuant to this Section 36. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agreesat the sole expense of the Borrower, to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible an Authorized Officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company U.S. Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the DIP Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then such then, at the request and expense of the U.S. Borrower, the respective Pledgor shall be released as a Pledgor pursuant to this Agreement automatically without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company U.S. Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company U.S. Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company U.S. Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 3632. * * * *

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company any Borrower or any other Pledgor of their respective Subsidiaries are sold (to a Person person other than the Company or any of its Subsidiariesa Senior Finance Party) in a transaction permitted pursuant to the Credit Agreementunder or not restricted by any Senior Finance Document, then then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company any Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company such Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company such Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. If reasonably requested by Pledgee (although the Pledgee shall have no obligation to make any such request), such Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any other Secured Party Beneficiary as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 36. * * * *32.

RELEASE OF PLEDGORS. At If at any time all of the Equity Interests of any Pledgor owned by the Company U.S. Borrower or any other Pledgor of its Subsidiaries are sold (to a Person other than the Company or any of its Subsidiariesa Credit Party) in a transaction permitted pursuant to the Credit AgreementAgreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then such then, at the request and expense of the U.S. Borrower, the respective Pledgor shall be released as a Pledgor pursuant to this Agreement automatically without any further action hereunder (it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of this Section), and upon the reasonable request of the Company and at the expense of the Pledgors, the Pledgee is authorized and directed, and hereby agrees, directed to execute and deliver such instruments of release as are reasonably requested by the Pledgor satisfactory to evidence the release of such Pledgorit. At any time that the Company U.S. Borrower desires that a Pledgor be released from this Agreement as provided in this Section 3632, the Company U.S. Borrower shall deliver to the Pledgee a certificate signed by a Responsible Officer principal executive officer of the Company U.S. Borrower stating that (i) the transaction is permitted pursuant to the Credit Agreement and (ii) the release of the respective such Pledgor is permitted pursuant to this Section 3632. The Pledgee shall have no liability whatsoever to any other Secured Party Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes to be in accordance with, this Section 36. * * * *32.