Common use of Release of Security Interest Clause in Contracts

Release of Security Interest. Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documents.

Release of Security Interest. (a) Upon termination deposit into the Payment Account of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement and repayment termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Lender Borrower, without recourse, representation or warranty, all the right, title and interest of all Obligations the Collateral Agent, for the benefit of the Secured Parties in, to and the performance of all obligations under the Facility Documentsrelated Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Lender shall release its security interest in any remaining Collateral; provided that if any paymentCollateral Agent, or any part thereof, of any of at the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization expense of the Borrower, or upon or as a result will (i) execute such instruments of release with respect to the appointment Collateral in recordable form if necessary, in favor of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any substantial part portion of the Collateral (including the applicable Related Documents) in its Property, possession as identified to it by the Borrower or otherwise, this Agreement, all rights hereunder by the Collateral Manager and (iii) otherwise take such actions as requested by the Liens created hereby shall continue Borrower or by the Collateral Manager in writing as are necessary and appropriate to be effective, release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or be reinstated, until such payments have been made. its designees. (b) Except as otherwise provided hereinin Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Lender mayCollateral Agent, in its sole discretionon behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest in a pool of Pledged Servicing Rights; providedthe Collateral Agent, howeverfor the benefit of the Secured Parties in, that prior to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such releaseCollateral, Lender shall have been paid and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the full amount foregoing. In addition, the Collateral Agent, at the expense of any Loans outstanding and any accrued interest and other Obligations hereunder the Borrower, will (i) execute such instruments of release with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as Excess Yield. In connection with the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such Excess Yield Transactionactions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Lender will execute a Partial Release (Excess Yield) Collateral Agent or any Secured Party and approve shall be at the filing sole cost and expense of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsBorrower.

Release of Security Interest. Upon termination of this Agreement and repayment to No consent or approval by the Lender of all Obligations and the performance of all obligations under the Facility DocumentsCollateral Agent, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, Trustee or any part thereofNoteholder to any sale, transfer or other disposition of any of the Obligations is rescinded or must otherwise be restored or returned Financing Agreement Collateral by the Lender upon Financing Agent (or by any Credit Party with the insolvency, bankruptcy, dissolution, liquidation or reorganization approval of the Borrower, or upon or as Financing Agent to the extent the proceeds thereof are used by the Credit Parties in a result manner permitted under Section 4.10 of the appointment of a receiverIndenture (as in effect on the date hereof)) shall be required, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effectiveFinancing Agent may, or be reinstated, until such payments have been made. Except as otherwise provided hereinwithout the consent of the Collateral Agent, the Lender mayTrustee or the Noteholders, release the Collateral Agent’s lien on any Financing Agreement Collateral so sold, transferred or disposed of (and the Collateral Agent, for itself and on behalf of the Trustee and the Noteholders, hereby irrevocably constitutes and appoints the Financing Agent and any officer or agent of the Financing Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority to place and stead of the Collateral Agent or such holder or in its sole the Financing Agent’s own name, from time to time in the Financing Agent’s discretion, for purposes of carrying out the terms of this Section 12, to take any and all appropriate action and to execute and record any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 12, including, without limitation, any financing statements, endorsements or other instruments or transfer or release), and notwithstanding anything to the contrary contained in any of the Indenture Debt Documentation, the Collateral Agent, the Trustee and the Noteholders shall be deemed to have consented to the release its interest in a pool of Pledged Servicing Rights; providedthe Collateral Agent’s lien on such Financing Agreement Collateral (but not the Collateral Agent’s lien on the proceeds of such sale, however, which lien shall remain subordinate to that prior to such release, Lender shall of the Financing Agent until the Financing Agreement Obligations (other than Excess Financing Agreement Obligations) have been paid in full), except that, in connection with any sale of Financing Agreement Collateral not in the full amount ordinary course of any Loans outstanding business by a Credit Party with the approval of the Financing Agent, and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoingrelease of the lien of the Collateral Agent, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As that Section 314 of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency TIA may be applicable to such sale or breach of representation and warranty or covenant will resultrelease, the Lender releases its security interest in that portion deemed consent of the Collateral defined as Excess Yield. In connection with such Excess Yield TransactionAgent, the Lender will execute a Partial Release Trustee and the Noteholders is subject only to (Excess Yieldi) and approve the filing receipt by the Collateral Agent of such financing statement amendments certificates and opinions as may be required under Section 314(d) of the TIA, if any, and (ii) if required under the Indenture, the receipt by the Collateral Agent of a request from the Revolving/LC Borrower for such consent, together with the written approval thereof by the Financing Agent, and a certificate from officers of the Revolving/LC Borrower and an opinion of counsel to reflect the fact Revolving/LC Borrower that the Excess Yield conditions precedent to such release provided for in the Indenture as in effect on the date hereof have been satisfied and therefore such release is no longer subject in accordance with the terms of the Indenture. The Collateral Agent (for itself and on behalf of the Trustee and the Noteholders) agrees to execute and deliver to the Liens granted under Financing Agent such instruments or other documents as the Facility DocumentsFinancing Agent may reasonably request to release the liens of the Collateral Agent, the Trustee and the Noteholders on any Financing Agreement Collateral so sold, transferred or disposed of at the direction of the Financing Agent and with the deemed consent of the Collateral Agent, the Trustee and the Noteholders.

Release of Security Interest. (a) Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, occurrence of any of the following events, the Company may, at its option, deliver to the Trustee an Officer’s Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Second Lien Collateral Agent’s Liens upon the Collateral subject to such event be released and upon the receipt of such Officer’s Certificate, the Trustee shall instruct the Second Lien Collateral Agent to release the Collateral subject to such event: (i) upon discharge or defeasance of the Notes as set forth in Article 11 or Article 12; (ii) upon payment in full of principal, interest and all other Obligations on the Notes; (iii) with the consent of the requisite Holders of the Notes in accordance with Section 9.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; (iv) as to any Collateral that is rescinded sold, transferred or must otherwise be restored or returned disposed of by the Lender Company or any Guarantor to a Person that is not (either before or after the consummation of such sale, transfer or disposition) the Company or a Guarantor (but excluding any transaction subject to Article 5 where the recipient is required to become the obligor on the Notes or a Guarantor) that is permitted by this Indenture; (v) upon the insolvency, bankruptcy, dissolution, liquidation or reorganization incurrence of Debt permitted by Section 4.06(b)(ix) to the Borrower, or upon or extent required by the holder of such Debt; (vi) as a result of required by the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Intercreditor Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder ; (vii) with respect to the Second-Priority Liens securing the Note Guaranty of any Guarantor, upon the release of such Pledged Servicing Rights except Guarantor’s Note Guaranty in accordance this Indenture. (b) The release of the Second Lien Collateral Agent’s Liens in any part of the Collateral shall not be deemed to impair the any such Liens in other parts of the Collateral under this Indenture or otherwise provided herein. Notwithstanding the foregoing, Security Agreements or be deemed to be in contravention of the Lender shall have no obligation to release provisions of this Indenture or of any Collateral hereunder Security Agreement if and to the extent such release would result Liens in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion such part of the Collateral defined as Excess Yield. In connection with such Excess Yield Transactionare released pursuant to the terms of this Indenture and the Security Agreements. (c) Whenever any part of or all of the Second Lien Collateral Agent’s Liens upon the Collateral are to be released pursuant to this Section 14.02 and the Security Agreements, the Lender will Trustee or the Second Lien Collateral Agent, as applicable shall, if necessary, execute a Partial Release (Excess Yield) and approve any reasonable document or termination statement necessary to release such Liens. Nothing set forth in this Section 14.02 shall limit the filing automatic Lien release provisions of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentsany Security Agreement.

Release of Security Interest. (a) Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, occurrence of any of the Obligations is rescinded or must otherwise be restored or returned following events and the delivery by the Lender Company to the Trustee of an Officer’s Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Second Lien Collateral Agent’s Liens upon the insolvencyCollateral subject to such event be released, bankruptcyupon the receipt of such Officer’s Certificate the Trustee shall instruct the Second Lien Collateral Agent to release the Collateral subject to such event (it being understood that any release of Collateral in the circumstances set forth in the following clauses (i) and (ii) shall be applicable only to the Liens that secure the Notes and the Note Guaranties, dissolution, liquidation and not to the Liens securing any other Second-Priority Lien Obligations (if any)): (i) upon discharge or reorganization defeasance of the BorrowerNotes as set forth in Article 10; (ii) upon payment in full of principal, interest and all other Obligations on the Notes; (iii) with the consent of (i) the requisite Holders of the Notes in accordance with Section 9.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or upon purchase of, Notes and (ii) the requisite Holders of each other series of Second-Priority Lien Obligations then outstanding (if any), in accordance with the amendment or as a result release provisions of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until Second-Priority Documents governing such payments have been made. Except as otherwise provided herein, the Lender mayother Second-Priority Lien Obligations, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder each case with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined that is the subject of such consent; provided, that any release of Collateral that is effective with respect to Second-Priority Lien Obligations of a particular class or series (including the Notes) may be effected with the consent of the requisite holders of such class or series, in accordance with the amendment or release provisions of the documents governing such Second-Priority Lien Obligations; (iv) as Excess Yield. In to any Collateral that is sold, transferred or otherwise disposed of by the Company or any Guarantor to a Person that is not (either before or after the consummation of such sale, transfer or disposition) the Company or a Restricted Subsidiary that is permitted by this Indenture (but excluding any transaction subject to Article 5 where the recipient is required to become the obligor on the Notes or a Guarantor); (v) upon the Incurrence of Debt permitted by Section 4.06(b)(ix) that is secured by a Lien of the type described in clause (14) of the definition of “Permitted Liens”, but only (x) to the extent that the terms of such Debt (or of the Lien securing such Debt) prohibit the existence of a junior Lien on the applicable property and (y) if any First-Priority Lien on the applicable property shall have also been released; (vi) upon the release by the First-Priority Secured Parties of their First-Priority Liens on any Collateral in connection with an Enforcement Action (including any sale or other disposition of Collateral pursuant thereto); (vii) upon a release by the First-Priority Secured Parties their First-Priority Liens on any Collateral in connection with a release, sale or other disposition of such Excess Yield TransactionCollateral that is permitted by the First-Priority Documents (other than in connection with an Enforcement Action or payment in full of the First-Priority Lien Obligations); provided that the release, sale or other disposition of such Collateral is also permitted under the documents governing the Second-Priority Lien Obligations (without giving effect to this clause (vii)); (viii) with respect to the Second-Priority Liens securing the Note Guaranty of any Guarantor, automatically upon the release of such Guarantor’s Note Guaranty in accordance with this Indenture or the Intercreditor Agreement; and (ix) as otherwise provided for in Section 7.1 of the Collateral Trust Agreement. (b) The release of the Second Lien Collateral Agent’s Liens in any part of the Collateral shall not be deemed to impair any such Liens in other parts of the Collateral under this Indenture or the Security Agreements or be deemed to be in contravention of the provisions of this Indenture or of any Security Agreement if and to the extent such Liens in such part of the Collateral are released pursuant to the terms of this Indenture and the Security Agreements. (c) Whenever any part of or all of the Second Lien Collateral Agent’s Liens upon the Collateral are to be released pursuant to this Section 12.02 and the Security Agreements, the Lender will Trustee or the Second Lien Collateral Agent, as applicable, shall, if necessary, execute a Partial Release any reasonable document or termination statement necessary to release, or confirm the release of, such Liens. Nothing set forth in this Section 12.02 shall limit the automatic Lien release provisions of any Security Agreement. (Excess Yieldd) and approve Any release of Liens pursuant to this Section 12.02 shall occur only in accordance with the filing requirements set forth in Section 7.1 of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsCollateral Trust Agreement.

Release of Security Interest. Upon the payment in full of all the Liabilities (other than Liabilities in the nature of contingent continuing indemnification obligations), the expiration or termination of this Agreement all Letters of Credit and repayment to Permitted Swap Obligations (monetary or otherwise) of the Company under any Swap Contract with a Lender Party (other than Swap Contracts that, by their terms, are unsecured) and the termination of all Obligations and the performance of all obligations Commitments under the Facility Loan Documents, the Lender security interest granted herein shall release terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrative Agent will, at the Pledgor's sole expense and reasonable request, promptly return to the Pledgor all certificates and instruments representing and evidencing all pledged shares, notes or securities pledged hereunder, together with all Collateral held by the Administrative Agent hereunder, and execute and deliver to the Pledgor such releases and documents, in each case without recourse, representations or warranties of any kind, as the Pledgor shall reasonably request to evidence such termination. Upon the occurrence of a permitted disposition of any Collateral pursuant to Section 8.2 of the Credit Agreement and receipt by the Administrative Agent of all payments required to be made under the Credit Agreement on account of such permitted disposition and so long as no Default shall have occurred and be continuing, the security interest granted herein with respect to the Collateral which is the subject of such permitted disposition shall terminate and the Administrative Agent will, upon the Pledgor's reasonable request and at the Pledgor's sole expense, promptly take such actions as are reasonably necessary to provide a release, without recourse, representation and warranties of any kind, of its security interest in any remaining such Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documents.

Release of Security Interest. Upon termination of this Agreement and Loan Agreement, repayment to the Lender and the Hedge Counterparty of all Obligations interest, principal, fees and any other amounts then due and payable (including, without limitation, payment of any Swap Obligations), the Collateral Agent's security interest therein shall automatically terminate and the performance Collateral Agent shall evidence the release of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining CollateralCollateral in a writing in form and substance reasonably satisfactory to the Borrower or (y) upon payment of a Contract in full by or on behalf of the related Customer or transfer of a Contract by the Borrower to the Seller to the extent required or permitted under Sections 2.07(b), (c) or (d) of this Loan Agreement and Section 3.03 or 3.04 of the Acquisition Agreement or Section 3.09 of the Servicing Agreement, as applicable, the Collateral Agent's security interest shall automatically terminate, and the Collateral Agent shall evidence the release of its security interest in any Collateral related to such Contract and the related Collateral in a writing in form and substance reasonably satisfactory to the Borrower; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Hedge Counterparty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of LEAF or the Borrower, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for for, LEAF or the Borrower or any substantial part of its Propertyproperty, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except as otherwise provided hereinFor clarity, if each requirement set forth in clause (x) above shall have been met, the Collateral Agent's security interest in any remaining Collateral shall, subject to the proviso in the immediately preceding sentence, be released in accordance with this Section 4.11, regardless of whether any of the Secured Obligations paid by the Borrower prior to such release would be susceptible to recovery from the Lender mayor the Hedge Counterparty after such release in connection with any insolvency or bankruptcy proceeding with respect to LEAF, in its sole discretionthe Borrower or any Customer. In addition, and without limitation of the foregoing, no release its of a security interest in a pool of Pledged Servicing Rights; provided, however, that prior Contract and the Collateral related to such release, Lender Contract in accordance with clause (y) above shall have been paid occur unless and until the full entire amount of any Loans outstanding and any accrued interest and other Obligations hereunder Insurance Proceeds, Recoveries and/or Residual Proceeds received with respect to such Pledged Servicing Rights except Contract and related Equipment following the sale, lease or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date other disposition of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest Equipment in that portion accordance with Section 3.01(c)(vii) of the Collateral defined as Excess Yield. In connection with such Excess Yield TransactionServicing Agreement, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject shall have been delivered to the Liens granted under Collateral Agent for deposit in the Facility DocumentsCollection Account.

Release of Security Interest. Upon the payment in full of all the Liabilities (other than Liabilities in the nature of contingent continuing indemnification obligations), the expiration or termination of this Agreement all the Letters of Credit and repayment to Permitted Swap Obligations (monetary or otherwise) of the Company under any Swap Contract with a Lender Party (other than Swap Contracts that, by their terms, are unsecured) and the termination of all Obligations and the performance of all obligations Commitments under the Facility Loan Documents, the Lender security interest granted herein shall release terminate and all rights to the Collateral shall revert to the applicable Debtor. Upon any such termination, the Administrative Agent will, at the applicable Debtor's sole expense and reasonable request, promptly return to such Debtor all certificates and instruments then in its possession representing and evidencing all pledged shares, notes or securities pledged hereunder, together with all Collateral held by the Administrative Agent hereunder, and execute and deliver to such Debtor such releases and documents, in each case without recourse, representations or warranties of any kind, as such Debtor shall reasonably request to evidence such termination. Upon the occurrence of a permitted disposition of any Collateral pursuant to Section 8.2 of the Credit Agreement and receipt by the Administrative Agent of all payments required to be made under the Credit Agreement on account of such permitted disposition and so long as no Default or Event of Default shall have occurred and be continuing, the security interest granted herein with respect to the Collateral which was the subject of such permitted disposition shall terminate and the Administrative Agent will, upon the applicable Debtor's reasonable request and at such Debtor's sole expense, promptly take such actions as are reasonably necessary to provide a release, without recourse, representations or warranties of any kind, of its security interest in any remaining such Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documents.

Release of Security Interest. (a) Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, occurrence of any of the Obligations is rescinded following events, the Company may, at its option, deliver to the Trustee an Officers’ Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Security Interest in the Collateral subject to such event be released, and upon the receipt of such Officers’ Certificate, the Trustee shall instruct the Collateral Agent to release the Collateral subject to such event: (1) upon the release of a Guarantor from its Note Guaranty in accordance with the terms of this Indenture, the Security Interest in the assets of such Guarantor shall be released; (2) the Security Interest in all of the Collateral shall be released upon a satisfaction and discharge of this Indenture pursuant to Article 14 hereof; (3) upon any sale, transfer or must otherwise be restored or returned other disposition of Collateral by the Lender upon Company or any Guarantor to a Person that is not (either before or after the insolvencyconsummation of such sale, bankruptcytransfer or disposition) the Company or a Guarantor and which sale, dissolutiontransfer or other disposition is permitted by the Indenture (but excluding any transaction subject to Article 11 where the recipient is required to become the obligor on the Securities or a Guarantor), liquidation or reorganization the Security Interest in such portion of the BorrowerCollateral subject to such sale, transfer of other disposition shall be released; (4) with the consent of the requisite Holders in accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or upon or as a result of the appointment of a receiver, intervener or conservator purchase of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided hereinSecurities, the Lender may, Security Interest in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender the Collateral shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder be released with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with that is the subject of such Excess Yield Transactionconsent; and (5) upon the Incurrence of Debt permitted by Section 4.15(b)(8) that is secured by a Lien of the type described in clause (11) of the definition of Permitted Liens, the Lender will execute a Partial Release (Excess Yield) and approve Security Interest shall be released with respect to that portion of the filing Collateral that is the subject of such financing statement amendments required Lien, but only (x) to reflect the fact extent that the Excess Yield is terms of such Debt (or of the Lien securing such Debt) prohibit the existence of a junior Lien upon the applicable property and (y) if any Lien securing Credit Agreement Obligations on the applicable junior property shall have also been released; provided that in each case provided in clauses (1) to (5) above, (x) at the time of such release no longer subject Default or Event of Default shall have occurred and be continuing and (y) the Company shall have complied with Section 9.03 and the Collateral Trust Agreement. (b) The release of the Security Interest in any part of the Collateral shall not be deemed to impair the Security Interest in other parts of the Collateral under this Indenture or be deemed to be in contravention of the provisions of this Indenture and of the Collateral Documents if and to the Liens granted under extent such Security Interest in such part of the Facility Collateral is released pursuant to the terms of this Indenture and the Collateral Documents. (c) Whenever any part of or all of the Security Interest is to be released pursuant to this Section 9.02 and the Collateral Documents, the Trustee shall, if necessary, or shall cause the Collateral Agent to, execute any reasonable document or termination statement necessary to release the Security Interest. Nothing set forth in this Section 9.02 shall limit the automatic release provisions of any Collateral Document.

Release of Security Interest. Upon termination The Indenture Trustee, at the written direction of the Manager, shall release from the Lien of this Agreement and repayment to the Lender of all Obligations Indenture, any Managed Container and the performance Related Assets sold, transferred, exchanged or disposed of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, transaction that prior to is permitted in accordance with Section 606(a) hereof. In effectuating such release, Lender the Indenture Trustee shall have been paid be provided with and shall be entitled to rely on: (A) so long as no Early Amortization Event is then continuing, a written direction of the full amount Manager (with a copy to the Administrative Agent) identifying each Managed Container or other items to be released from the Lien of this Indenture in accordance with the provisions of this Section 404 accompanied by an Asset Base Certificate, or (B) (x) if an Early Amortization Event is then continuing, all of the following: (i) the items set forth in clause (A) above, and (ii) a certificate from the Manager (with a copy to the Administrative Agent) stating that such release is in compliance with Sections 404 and 606(a) hereof and (y) if a Manager Default is then continuing, the prior consent of the Requisite Global Majority shall also be required with respect to each such release. The Indenture Trustee shall, at the expense of the Issuer, execute documents prepared by, or on behalf of, the Issuer evidencing such release was made in accordance with the provisions of this Section 404. The Issuer is authorized to file any Loans outstanding and any accrued interest and other Obligations hereunder UCC partial releases in the appropriate jurisdictions with respect to such Pledged Servicing Rights except or otherwise provided hereinreleased Containers. Notwithstanding The Indenture Trustee will, promptly upon receipt of such certificate from the foregoingManager and at the Issuer’s expense, execute and deliver to the Issuer, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will resultSeller or, the Lender releases its security interest in that portion of the Collateral defined Manager, as Excess Yield. In connection with such Excess Yield Transactionappropriate, the Lender will execute Administrative Agent and each Interest Rate Hedge Provider, a Partial Release (Excess Yield) non-recourse certificate of release substantially in the form of Exhibit E hereto and approve such additional documents and instruments as that Person may reasonably request to evidence the filing termination and release from the Lien of this Indenture of such financing statement amendments required to reflect Container and the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentsother related items of Collateral.

Release of Security Interest. Upon termination of this Loan Agreement and repayment to the Lender and the Hedge Counterparty of all Obligations interest, principal, fees and any other amounts then due and payable (including, without limitation, payment of any Swap Obligations), the Collateral Agent’s security interest therein shall automatically terminate and the performance Collateral Agent shall evidence the release of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining CollateralCollateral in a writing in form and substance reasonably satisfactory to the Borrower or (y) upon payment of a Contract in full by or on behalf of the related Customer or transfer of a Contract by the Borrower to the Seller to the extent required or permitted under Sections 2.07(b), (c) or (d) of this Loan Agreement and Section 3.03 or 3.04 of the Acquisition Agreement or Section 3.09 of the Servicing Agreement, as applicable, the Collateral Agent’s security interest shall automatically terminate, and the Collateral Agent shall evidence the release of its security interest in any Collateral related to such Contract and the related Collateral in a writing in form and substance reasonably satisfactory to the Borrower; provided that that, in either case of clause (x) or (y) above, if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Hedge Counterparty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of LEAF or the Borrower, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for for, LEAF or the Borrower or any substantial part of its Propertyproperty, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except as otherwise provided hereinFor clarity, if each requirement set forth in clause (x) above shall have been met, the Collateral Agent’s security interest in any remaining Collateral shall, subject to the proviso in the immediately preceding sentence, be released in accordance with this Section 4.11, regardless of whether any of the Secured Obligations paid by the Borrower prior to such release would be susceptible to recovery from the Lender mayor the Hedge Counterparty after such release in connection with any insolvency or bankruptcy proceeding with respect to LEAF, in its sole discretionthe Borrower or any Customer. In addition, and without limitation of the foregoing, no release its of a security interest in a pool of Pledged Servicing Rights; provided, however, that prior Contract and the Collateral related to such release, Lender Contract in accordance with clause (y) above shall have been paid occur unless and until the full entire amount of any Loans outstanding and any accrued interest and other Obligations hereunder Insurance Proceeds, Recoveries and/or Residual Proceeds received with respect to such Pledged Servicing Rights except Contract and related Equipment following the sale, lease or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date other disposition of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest Equipment in that portion accordance with Section 3.01(c)(vii) of the Collateral defined as Excess Yield. In connection with such Excess Yield TransactionServicing Agreement, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject shall have been delivered to the Liens granted under Collateral Agent for deposit in the Facility DocumentsCollection Account.

Release of Security Interest. (a) Upon termination of this Loan Agreement and repayment to the Lender of all Secured Obligations and the performance of all obligations under the Facility Loan Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for for, the Borrower or any substantial part of its Property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made until such time as such payments have been indefeasibly made. Except as otherwise provided herein, Upon the Lender may, in its sole discretion, release its of the security interest in a pool of Pledged Servicing Rights; provided, however, that prior the Assets pursuant to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoingthis Section, the Lender shall have no obligation cause the Custodian to release any Collateral hereunder to the extent Borrower the Asset Files and to execute, acknowledge and deliver to the Borrower any and all documents, instruments and agreements necessary to release all security interests in such release Assets. Upon repayment to the Lender of any Advance pursuant to Section 2.10 hereof, so long as no Event of Default has occurred and is continuing or would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will resulttherefrom, the Lender releases its security interest shall cause the Custodian to release to the Borrower the Asset Files relating to the Assets pledged in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield TransactionAdvance and to execute, acknowledge and deliver to the Borrower any and all documents, instruments and agreements necessary to release all security interests in the Assets securing such Advance in accordance with the Custodial Agreement. (b) In the event that the Collateral Value assigned to any pledged Asset shall be reduced to zero for the purposes of calculating the Borrowing Base, the Lender will execute a Partial Release (Excess Yield) shall, upon the Borrower's request, cause the Custodian to release to the Borrower the Asset File relating to such Asset and approve to execute, acknowledge and deliver to the filing Borrower any and all documents, instruments and agreements necessary to release all security interests in such Asset, so long as, at the time of such financing statement amendments required to reflect the fact that the Excess Yield is release and after giving effect thereto, no longer subject to the Liens granted under the Facility DocumentsDefault or Event of Default will have occurred and be continuing.

Release of Security Interest. (a) Upon termination of this Agreement the Lender Agreements and repayment to the Lender Lenders of all Obligations amounts owed by FSAM under the Credit Agreement and the performance of all obligations under the Facility DocumentsLender Agreements, the Lender Security Agent shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Lender Obligations is rescinded or must otherwise be restored or returned by the a Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the BorrowerFSAM, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for the Borrower FSAM or any substantial part of its Propertyproperty, or otherwise, this Agreementthe Lender Agreements, all rights hereunder thereunder and the Lenders’ Liens created hereby shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except The Security Agent shall be authorized to take any action and make any filings necessary or desirable to continue or reinstate such Lenders’ Liens. (b) So long as otherwise provided hereinno Event of Default under the Credit Agreement has occurred and is continuing and no “Notice of Sole Control” (as such term is defined in the Securities Account Control Agreement) has been delivered by the Security Agent, the Lender may, Lenders’ Liens in its sole discretion, release its interest any Collateral sold by FSAM from time to time in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder accordance with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to Agreements and the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As FSAM Insurance Agreement for one or more of the date of Intended Uses shall be deemed released without the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency need for further action or breach of representation and warranty or covenant will result, consent by the Lender releases its security interest Security Agent at the same time as the FSA Liens in that portion of the such Collateral defined as Excess Yield. In are released in connection with such Excess Yield Transaction, sale by FSAM (provided that the Lender will execute existence of a Partial Release (Excess Yield) Permitted Lien shall result in the subordination of both the Lenders’ Liens and approve the filing FSA Liens in accordance with Section 5.1 but not the release of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsLiens).

Release of Security Interest. Upon the earlier to occur of (i) any termination of this Agreement and repayment to the Lender payment by Opthea of all Obligations amounts specified in Section 13.3 as being payable upon or following such termination and (ii) the performance date upon which Investor receives Success Payments and/or a Change of all obligations Control Payment that, in the aggregate, equal [***] of the Development Costs paid by Investor hereunder (calculated on the date on which Investor has no further right or obligation under the Facility Documentsthis Agreement to pay Development Costs) (such earlier date, the Lender shall release its “Release Date”), Investor’s security interest in any remaining Collateral; provided that if any paymentthe Collateral shall be automatically released. Promptly following such date, Investor agrees to sign such further releases and other documents and take such further actions, at the sole cost and expense of Opthea, as may be necessary or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender maydesirable, in its sole discretionOpthea’s reasonable judgment and at Opthea’s request, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to more fully give effect to such release, Lender shall have been paid . If Investor does not promptly take such further actions to effect the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date security interests, and such failure is not cured within [***] after notice of this failure from Opthea, then Opthea, in addition to any other rights or remedies it may seek, shall be entitled to suspend the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach payment of representation and warranty or covenant will result, Success Payments to Investor until the Lender releases its security interest in that portion of the Collateral defined as Excess Yieldrelease has been effected. In connection with such Excess Yield Transactionany Excluded Licensing Transaction and any other licensing of Intellectual Property permitted pursuant to this Agreement, Investor shall enter into a customary non-disturbance agreement to the Lender will execute a Partial Release (Excess Yield) extent requested by Opthea, in each case reasonably satisfactory to Investor and approve the filing counterparty thereto. Notwithstanding anything to the contrary herein, at any time after termination of such financing statement amendments required this Agreement, Opthea shall have the right, but not the obligation, to reflect prepay any remaining Success Payments or other payments in an amount sufficient to cause the fact that release of the Excess Yield is no longer subject security interests under this Section 13.6. Notwithstanding anything to the contrary herein, upon any Permitted Disposition, the Liens granted under hereunder in the Facility Documentsproperty thereby disposed will be deemed to be automatically released with no further action on the part of any Person so long as Opthea has delivered a certificate from an officer of Opthea certifying that such disposition was a Permitted Disposition together with evidence reasonably satisfactory to Investor that such disposition was a Permitted Disposition.

Release of Security Interest. Upon termination of this Agreement (a) The Collateral Agent’s Liens on the Collateral shall be released in accordance with, and repayment to the Lender extent provided for in, Section 19 of all Obligations the Security Agreement. Upon delivery by the Issuers to the Trustee and the performance Collateral Agent of all obligations under an Officers’ Certificate describing the Facility event which has resulted in the release of such Liens (and the Collateral subject to such release) and certifying that the release of such Liens has occurred in accordance with the Security Agreement (and, to the extent provided for in the Security Agreement, that the applicable transaction resulting in such release (if any) was effected in accordance with this Indenture, the Security Documents, the Lender ABL Intercreditor Agreement and/or the Term Intercreditor Agreement), the Trustee and/or the Collateral Agent, as applicable, shall, if necessary, execute any reasonable document or termination statement necessary to release, or confirm the release of, such Liens, all at the written request and expense of the Issuers. Nothing set forth in this Section 10.02 shall limit the automatic Lien release its security interest provisions of any Security Document, the ABL Intercreditor Agreement or the Term Intercreditor Agreement. (b) The release of the Collateral Agent’s Liens in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise Collateral shall not be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization deemed to impair any such Liens in other parts of the BorrowerCollateral under this Indenture or the Security Documents, the ABL Intercreditor Agreement or upon the Term Intercreditor Agreement or as a result be deemed to be in contravention of the appointment provisions of a receiverthis Indenture, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided hereinSecurity Document, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid ABL Term Intercreditor Agreement or the full amount of any Loans outstanding Term Intercreditor Agreement if and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result Liens in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion such part of the Collateral defined as Excess Yield. In connection with such Excess Yield Transactionare released pursuant to the terms of this Indenture, the Lender will execute a Partial Release (Excess Yield) Security Documents, the ABL Intercreditor Agreement and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsTerm Intercreditor Agreement.

Release of Security Interest. (a) Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, occurrence of any of the Obligations is rescinded following events, the Company may, at its option, deliver to the Trustee an Officers’ Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Security Interest in the Collateral subject to such event be released, and upon the receipt of such Officers’ Certificate, the Trustee shall instruct the Collateral Agent to release the Collateral subject to such event: (1) upon the release of a Guarantor from its Note Guaranty in accordance with the terms of this Indenture, the Security Interest in the assets of such Guarantor shall be released; (2) the Security Interest in all of the Collateral shall be released upon a satisfaction and discharge of this Indenture pursuant to Article 13 hereof; (3) upon any sale, transfer or must otherwise be restored or returned other disposition of Collateral by the Lender upon Company or any Guarantor to a Person that is not (either before or after the insolvencyconsummation of such sale, bankruptcytransfer or disposition) the Company or a Guarantor and which sale, dissolutiontransfer or other disposition is permitted by the Indenture (but excluding any transaction subject to Article 11 where the recipient is required to become the obligor on the Securities or a Guarantor), liquidation or reorganization the Security Interest in such portion of the BorrowerCollateral subject to such sale, transfer of other disposition shall be released; (4) with the consent of the requisite Holders in accordance with Section 14.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or upon or as a result of the appointment of a receiver, intervener or conservator purchase of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided hereinSecurities, the Lender may, Security Interest in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender the Collateral shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder be released with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with that is the subject of such Excess Yield Transactionconsent; and (5) upon the Incurrence of Debt permitted by Section 4.15(b)(8) that is secured by a Lien of the type described in clause (11) of the definition of Permitted Liens, the Lender will execute a Partial Release (Excess Yield) and approve Security Interest shall be released with respect to that portion of the filing Collateral that is the subject of such financing statement amendments required Lien, but only (x) to reflect the fact extent that the Excess Yield is terms of such Debt (or of the Lien securing such Debt) prohibit the existence of a junior Lien upon the applicable property and (y) if any Lien securing Credit Agreement Obligations on the applicable junior property shall have also been released; provided that in each case provided in clauses (1) to (5) above, (x) at the time of such release no longer subject Default or Event of Default shall have occurred and be continuing and (y) the Company shall have complied with Section 9.03 and the Collateral Trust Agreement. (b) The release of the Security Interest in any part of the Collateral shall not be deemed to impair the Security Interest in other parts of the Collateral under this Indenture or be deemed to be in contravention of the provisions of this Indenture and of the Collateral Documents if and to the Liens granted under extent such Security Interest in such part of the Facility Collateral is released pursuant to the terms of this Indenture and the Collateral Documents. (c) Whenever any part of or all of the Security Interest is to be released pursuant to this Section 9.02 and the Collateral Documents, the Trustee shall, if necessary, or shall cause the Collateral Agent to, execute any reasonable document or termination statement necessary to release the Security Interest. Nothing set forth in this Section 9.02 shall limit the automatic release provisions of any Collateral Document.

Release of Security Interest. Upon termination (a) Prior to a Dexia Event of Default without prior notice to the Collateral Agent, FSAM or FSA (in the case of clause (i)), and, following a Dexia Event of Default, the Secured Party Representative, will have the right at any time to withdraw or dispose of FSAM Assets that are subject to the Lien of the Collateral Agent hereunder in order to be (i) delivered as Put Settlement Assets in accordance with the Put Contracts or the Sovereign Guarantee or (ii) applied as Excluded FSAM Collateral in accordance with the definition thereof. The security interest in respect of any such FSAM Assets will automatically terminate and be released upon transfer of the relevant FSAM Assets in accordance with the terms of this Agreement and repayment without the need for further action or consent by the Collateral Agent. (b) Prior to a Transition Date, FSAM will have the right at any time with prior notice to the Lender Collateral Agent to sell, transfer, participate, subparticipate or otherwise dispose of all Obligations and any (i) FSAM Asset (A) in connection with a Permitted Asset Sale (including the performance exercise by a Dexia Guarantor of all obligations under a Call Option), (B) pursuant to Section 11.2(b) or (C) with the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any paymentconsent of FSA, or (ii) any part thereof, Dexia CSA Collateral constituting FSAM Collateral (A) pursuant to Section 11.2(b) or (B) with the consent of FSA. The Collateral Agent’s Lien in respect of any such FSAM Asset or Dexia CSA Collateral will automatically terminate and be released upon transfer of such FSAM Asset or Dexia CSA Collateral against receipt of payment therefor in accordance with such notice without the Obligations is rescinded need for further action or must otherwise be restored or returned consent by the Lender upon Collateral Agent. (c) Each instruction by FSAM to the insolvency, bankruptcy, dissolution, liquidation relevant Account Bank or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer Collateral Agent for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount withdrawal of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding FSAM Assets included in the foregoing, the Lender shall have no obligation to release any FSAM Collateral hereunder to the extent such release would result in will constitute a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty by FSAM to the Collateral Agent upon which the Collateral Agent may rely, without inquiry, that in connection with such instruction the relevant FSAM Collateral is being delivered as a Put Settlement Asset, applied as Excluded FSAM Collateral or covenant will resultsold to in connection with a Permitted Asset Sale (including in connection with exercise of a Call Option) or pursuant to Section 11.2(b)(i). (d) On the FSAM Lien Release Date (if any), the Lender releases its security interest Master Repurchase Agreement will be settled and the Put Portfolio Assets, Excluded Assets, Other Assets, Sovereign Guarantee, Dexia Guaranteed Put Contract and Dexia Non-Guaranteed Put Contract will be released from the Collateral Agent’s Lien on the FSAM Collateral, Dexia Collateral and FSA PAL Collateral. The Administrator will provide a Confirmation Request with Section III completed by email to the Collateral Agent and FSA, with confirmation of receipt by telephone. If the Confirmation Request is incomplete, the Collateral Agent will promptly inform the Administrator. If the Confirmation Request is complete, the Collateral Agent shall return the executed Confirmation Request to the Administrator with a copy to FSA by 4:00 P.M. (New York time) on the same Business Day if such Confirmation Request is received by 10:00 A.M. (New York time) and by 4:00 P.M. (New York time) on the following Business Day if received after 10:00 A.M. (New York time). The Collateral Agent will promptly deliver to the Sovereign Guarantors an executed notice substantially in that the form of the notice attached to the Confirmation Request. For the avoidance of doubt, the Collateral Agent’s Lien on any remaining GIC Issuers Collateral will not be released on the FSAM Lien Release Date. (e) Following a Dexia Event of Default, FSA, as Secured Party Representative, will have the right at any time with prior notice to the Collateral Agent and subject to Section 5.2, Section 7.5 and Section 12.1(d) hereof, to sell, transfer, participate, subparticipate or otherwise dispose of any FSAM Asset. The Collateral Agent’s Lien for the benefit of the FSAM Collateral Secured Parties in respect of any such FSAM Asset will automatically terminate and be released upon transfer of the relevant FSAM Asset against receipt of payment therefor in accordance with such notice without the need for further action or consent by the Collateral Agent. (f) Following any Dexia Event of Default, the GIC Issuers will, at the direction of FSA pursuant to Section 5.2(a)(i), have the right at any time to terminate all or any portion of the Master Repurchase Agreement and transfer the FSAM Assets to the Collateral defined Agent Custodial Account or Collateral Agent Cash Account, as Excess Yieldapplicable, if FSA has directed such action pursuant to Section 5.2(a)(i). In connection The Collateral Agent’s Lien for the benefit of the FSAM Collateral Secured Parties in respect of such FSAM Assets will automatically terminate and be released upon such action. (g) Following a Transition Date and prior to any Dexia Event of Default, the applicable GIC Issuers or FSAM Successor will have the right at any time with prior notice to the Collateral Agent to sell, transfer, participate, subparticipate or otherwise dispose of any Permitted Investments securing the GIC Issuer Repurchase Agreement (A) pursuant to Section 11.2(b) or (B) with the consent of FSA. The Collateral Agent’s Lien in respect of any such Permitted Investments will automatically terminate and be released upon transfer of such Permitted Investments against receipt of payment therefor in accordance with such Excess Yield Transactionnotice without the need for further action or consent by the Collateral Agent. (h) The Collateral Agent’s Lien on the Dexia FP Collateral will automatically terminate and be released upon the transfer of the membership interest in HF Services LLC (i) after a Dexia Event of Default has occurred upon the direction of FSA with notice to Collateral Agent or (ii) on or after the Senior Release Date or at any time that HF Services LLC is not acting as Administrator, at the Lender direction of Dexia FP with notice to Collateral Agent. (i) The Collateral Agent’s Lien on the FSAM PAL Collateral will execute automatically terminate and be released upon the transfer of the ordinary shares of FSA PAL (i) if a Partial Dexia Event of Default has occurred, upon the direction of FSA with notice to Collateral Agent or (ii) on or after the Senior Release Date, at the direction of FSAM with notice to Collateral Agent. (Excess Yieldj) The Collateral Agent’s Lien on property on deposit in the FSA PAL Collateral Account and approve FSA PAL Cash Account will automatically terminate and be released upon the filing transfer of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject property to the Liens granted under FSA PAL Brussels Collateral Account and the Facility DocumentsFSA PAL Brussels Cash Account, respectively, and the attachment thereto of FSAM’s Lien thereon pursuant to the FSAM Belgian Pledge Agreement.

Release of Security Interest. (a) Upon termination of this Loan Agreement and repayment to the Lender Lenders of all Secured Obligations and the performance of all then existing obligations under the Facility Loan Documents, the Lender Agent shall release its security interest in any remaining Collateral; provided that if any payment. In addition, or any part thereoffrom time to time, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization request of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby Agent shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in the Collateral referred to in such request, provided, that, at the time of and -------- following any such release there shall not have occurred a Default under this Loan Agreement; provided, further, that portion following any such release, (i) the -------- ------- aggregate amount of Loans outstanding secured by Equipment Loans shall not exceed the Borrowing Base with respect to Equipment Loans and (ii) the aggregate amount of Loans outstanding secured by Trade Receivables shall not exceed the Borrowing Base with respect to Trade Receivables (in each case, with respect to all Assets in which the Agent retains a security interest pursuant to this Loan Agreement). The preparation and filing of any documents in order to release the Agent's security interest in the Collateral pursuant to this Section shall be at the expense of the Borrower. (b) If the Borrower desires to make any sale or other disposition of property permitted by Section 7.14, whether through a Permitted Securitization or otherwise, the Borrower shall (i) provide the Agent not less than five (5) Business Days notice of such intention and (ii) make any prepayment of the Loans or delivery of additional Collateral defined as Excess Yield. In connection required pursuant to Section 2.06 concurrently with such Excess Yield Transactionsale or other disposition. Upon or concurrently with the satisfaction by the Borrower of the provisions set forth in clauses (i) and (ii) of the preceding sentence, the Lender will execute Agent shall release its security interest in such property so sold or ot herwise disposed of; provided, -------- that the Agent shall not be obligated to deliver any such release unless after giving effect to such sale or other disposition (after giving effect to any application of the proceeds received upon such sale or other disposition), (x) the aggregate principal amount of Loans outstanding shall not exceed the Borrowing Base, (y) the aggregate amount of Loans outstanding secured by Equipment Loans shall not exceed the Borrowing Base with respect to Equipment Loans and (z) the aggregate amount of Loans outstanding secured by Trade Receivables shall not exceed the Borrowing Base with respect to Trade Receivables (in each case, with respect to all Assets in which the Agent retains a Partial Release (Excess Yield) security interest pursuant to this Loan Agreement). Any such release shall be evidenced by a written instrument and approve a Uniform Commercial Code termination statement or amendment executed by Agent delivered to the filing Borrower. The Borrower shall be responsible for the preparation of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentsinstruments and termination statements or amendments.

Release of Security Interest. (a) Upon termination of this Loan Agreement and repayment to the Lender of all Secured Obligations and the performance of all obligations under the Facility Loan Documents, the Lender shall promptly release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the any Borrower, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for the for, Borrower or any substantial part of its Propertyproperty, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made until such time as such payments have been indefeasibly made. Except as otherwise provided herein, Upon the Lender may, in its sole discretion, release its of the security interest in the Mortgage Loans pursuant to this Section, Lender shall promptly release to Borrower the Mortgage Loan Files and execute, acknowledge and deliver to Borrower any and all documents, instruments and agreements necessary to release all security interests in such Mortgage Loans. Upon repayment to Lender of all Loans with respect to a pool of Pledged Servicing RightsMortgage Loan pursuant to Section 3.05 or 4.09(b) hereof, Lender shall release to Borrower the Mortgage Loan Files relating to the Mortgage Loans pledged in connection with such Loans and execute, acknowledge and deliver to Borrower any and all documents, instruments and agreements necessary to release all Liens in the Mortgage Loans securing such Loans; provided, however, that prior to such releasewhether or not an Event of Default has occurred and is continuing hereunder, Lender shall have been be required to release the Mortgage Loan File relating to a Mortgage Loan and execute, acknowledge and deliver all necessary release documents if (x) the related Mortgagor has paid the full entire principal amount of such Mortgage Loan and all other amounts due to the applicable Borrower under the related Mortgage Loan Documents and (y) the required prepayment of the Loans in respect of such Mortgage Loan has been made hereunder in accordance with Section 3.05. (b) From time to time, so long as no Event of Default has occurred and is continuing, upon three (3) Business Days' prior written notice thereof to Lender, Borrower may obtain a release of any Mortgage Loan which has been pledged to Lender hereunder, so long as Borrower pays to Lender the outstanding unpaid principal amount of all Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding Mortgage Loan, together with all interest accrued thereon at the foregoing, the Lender shall have no obligation Interest Rate up to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of and including the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentsrelease.

Release of Security Interest. (a) Upon termination of this Agreement and repayment to the Lender Lenders of all Obligations in full and the performance of all obligations (other than Unliquidated Obligations) under the Facility Loan Documents, the Administrative Agent on behalf of each Lender shall release its security interest in any remaining Collateral; provided provided, that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount Any sale of any Loans outstanding Collateral made in connection with a disposition expressly permitted hereunder shall be made free and clear of any accrued interest Liens created under this Agreement or any other Loan Document (and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release free and clear of any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As proceeds of the date sale of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that such Collateral after giving effect to any application of any proceeds required to cause no Borrowing Base Deficiency to exist after giving effect to such sale). (b) The Lenders hereby irrevocably authorize the Administrative Agent to release any Liens on any Collateral (i) upon payment and satisfaction in full in cash of all Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or breach disposed of representation if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and warranty the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the Borrower or covenant will resultany Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Lender releases its Administrative Agent and the Lenders pursuant to Article VIII. The Administrative Agent agrees to promptly provide evidence of the release of the Administrative Agent’s security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, that are requested by the Lender will execute a Partial Release (Excess Yield) Borrower upon termination of this Agreement and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject repayment to the Liens granted Lenders of all Obligations in full and the performance of all obligations (other than Unliquidated Obligations) under the Facility Loan Documents.

Release of Security Interest. Upon termination The Indenture Trustee, at the written direction of the Manager, shall release from the Lien of this Agreement and repayment to the Lender of all Obligations Indenture, any Managed Container and the performance Related Assets sold, transferred, exchanged or disposed of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, transaction that prior to is permitted in accordance with Section 606(a) hereof. In effectuating such release, Lender the Indenture Trustee shall have been paid be provided with and shall be entitled to rely on: (A) so long as no Early Amortization Event is then continuing, a written direction of the full amount Manager (with a copy to the Administrative Agent) identifying each Managed Container or other items to be released from the Lien of this Indenture in accordance with the provisions of this Section 404 accompanied by an Asset Base Certificate, or (B) (x) if an Early Amortization Event is then continuing, all of the following: (i) the items set forth in clause (A) above, and (ii) a certificate from the Manager (with a copy to the Administrative Agent) stating that such release is in compliance with Sections 404 and 606(a) hereof and (y) if a Manager Default is then continuing, the prior consent of the Requisite Global Majority shall also be required with respect to each such release. The Indenture Trustee shall, at the expense of the Issuer, execute documents prepared by, or on behalf of, the Issuer evidencing such release was made in accordance with the provisions of this Section 404. The Issuer is authorized to file any Loans outstanding and any accrued interest and other Obligations hereunder UCC partial releases in the appropriate jurisdictions with respect to such Pledged Servicing Rights except or otherwise provided hereinreleased Containers. Notwithstanding The Indenture Trustee will, promptly upon receipt of such certificate from the foregoingManager and at the Issuer’s expense, execute and deliver to the Issuer, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will resultSeller or, the Lender releases its security interest in that portion of the Collateral defined Manager, as Excess Yield. In connection with such Excess Yield Transactionappropriate, the Lender will execute Administrative Agent and each Interest Rate Hedge Provider, a Partial Release (Excess Yield) non-recourse certificate of release substantially in the form of Exhibit D hereto and approve such additional documents and instruments as that Person may reasonably request to evidence the filing termination and release from the Lien of this Indenture of such financing statement amendments required to reflect Container and the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentsother related items of Collateral.

Release of Security Interest. Upon either (x) termination of this Agreement and Loan Agreement, repayment to the Lender Lender, the Hedge Counterparty and the Insurer of all Secured Obligations (including, without limitation, payment of any Swap Obligations), payment to the Insurer of all amounts owed to it under the Insurance Agreement and the Policy and the performance of all other obligations under the Facility Loan Documents, the Collateral Agent shall, upon direction by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, release its security interest in any remaining CollateralCollateral or (y) repayment of a Contract in full by the related Obligor or sale of a Contract by the Borrower to the Seller to the extent permitted under Sections 2.07(b) and (c) of this Loan Agreement, Section 6.1 of the Purchase Agreement and Section 3.18 of the Servicing Agreement, the Collateral Agent shall, upon direction by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, release its security interest in any Collateral securing such Contract; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Insurer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of TFC, the BorrowerBorrower or any Obligor, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for for, TFC, the Borrower or any Obligor or any substantial part of its Propertyproperty, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except as otherwise provided hereinFor clarity, if each requirement set forth in clause (x) above shall have been met, the Lender may, in its sole discretion, release its Collateral Agent's security interest in a pool any remaining Collateral shall, subject to the proviso in the immediately preceding sentence, be released in accordance with this Section 4.11, regardless of Pledged Servicing Rights; provided, however, that whether any of the Secured Obligations paid by the Borrower prior to such releaserelease would be susceptible to recovery from the Lender, Lender shall have been paid the full amount of Hedge Counterparty or the Insurer after such release in connection with any Loans outstanding and any accrued interest and other Obligations hereunder insolvency or bankruptcy proceeding with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoingTFC, the Lender shall have no obligation to release Borrower or any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsObligor.

Release of Security Interest. Upon termination of (a) The Liens granted to or held by the Administrative Agent under this Agreement and repayment any Loan Document shall automatically and without further action of any Person be released upon the Facility Termination Date, (b) On any Business Day prior to the Lender Facility Termination Date (an “Early Release Date”), Borrower may notify Administrative Agent in writing of all Obligations and its intent to repay a portion of the performance Outstanding Principal Amount (an “Early Release Prepayment”) to effectuate the removal of all obligations under one or more Tax Liens from a Pass-Through Trust (together with obtaining a release of the Facility Documents, the Lender shall release its security interest of the Administrative Agent in any remaining Collateral; provided that if any paymentsuch Tax Lien) (A) in connection with a satisfaction of the related Tax Lien, (B) to cure an Event of Default or Borrowing Base Deficiency, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned (C) if approved by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, Administrative Agent in its sole discretiondiscretion (which shall be made in good faith after a determination that such early release does not materially and adversely affect the interests of Administrative Agent or the Lenders), release its interest in a pool of Pledged Servicing Rights; provided, however, that not earlier than five (5) nor later than two (2) Business Days prior to the anticipated date for such releaseEarly Release Date, Lender subject to the satisfaction of the following conditions: (i) no Event of Default shall have been paid occurred and be continuing and no Event of Default or Borrowing Base Deficiency will result from the full Early Release Prepayment; and (ii) on such Early Release Date, Borrower pays to Administrative Agent, by deposit into the Distribution Account, an amount of any Loans outstanding and any accrued interest and other Obligations hereunder equal to the related Outstanding Principal Amount with respect to such Pledged Servicing Rights except Eligible Asset(s). (c) On an Early Release Date, Administrative Agent shall, on such date: (i) notify Custodian and Control Bank, as applicable, in writing of Borrower’s satisfaction of the terms and conditions set forth above for such release and instruct the Custodian or otherwise provided herein. Notwithstanding Control Bank, as applicable, to promptly deliver to Borrower or its designee any physical certificates or receipts or other documents with respect to such Eligible Assets, related transfer documents, and any and all other documents and instruments related to such Eligible Assets that are being released on such Early Release Date, held by the foregoingCustodian or Control Bank, the Lender shall have no obligation to release any Collateral hereunder as applicable, pursuant to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of Custodial Agreement or the date of the related Excess Yield Transaction Controlled Account and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release Custodial (Excess YieldTrust Certificates) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documents.Agreement,

Release of Security Interest. (a) Upon termination of this Agreement the Master Notes and Master Agreements and repayment to the Lender GIC Issuers of all amounts owed by FSAM thereunder and the performance by FSAM of all obligations thereunder, the GIC Issuers shall release their security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the GIC Issuer Obligations is rescinded or must otherwise be restored or returned by a GIC Issuer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of FSAM, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for FSAM or any substantial part of its property, or otherwise, the Master Notes and Master Agreements, all rights thereunder and the GIC Issuers’ Lien created hereby shall continue to be effective, or be reinstated, as though such payments had not been made. The GIC Issuers shall be authorized to take any action and make any filings necessary or desirable to continue or reinstate such GIC Issuers’ Lien. (b) Upon termination of the Lender Agreements and repayment to the Lenders of all amounts owed by FSAM under the Credit Agreements and the performance of all obligations under the Facility DocumentsLender Agreements, the Lender Security Agent, on behalf of the Lenders with respect to the First Credit Agreement and on behalf of DCL with respect to the Second Credit Agreement, shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Lender Obligations is rescinded or must otherwise be restored or returned by the a Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the BorrowerFSAM, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for the Borrower FSAM or any substantial part of its Propertyproperty, or otherwise, this Agreementthe Lender Agreements, all rights hereunder thereunder and the Lenders’ Liens created hereby shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except The Security Agent shall be authorized to take any action and make any filings necessary or desirable to continue or reinstate such Lenders’ Liens. (c) So long as otherwise provided hereinno Event of Default under either Credit Agreement has occurred and is continuing, no Senior Lien Release Date has occurred and no “Notice of Sole Control” (as such term is defined in the Securities Account Control Agreement) has been delivered by the Security Agent, the Lenders’ Liens in any Collateral sold by FSAM from time to time in accordance with the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoingAgreements, the Lender shall have no obligation to release any Collateral hereunder to Master Notes and the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As Master Agreements, and the FSAM Insurance Agreement for one or more of the date of Intended Uses shall be deemed released without the related Excess Yield Transaction need for further action or consent by the Security Agent at the same time as the FSA Liens and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest GIC Issuers’ Lien in that portion of the such Collateral defined as Excess Yield. In are released in connection with such Excess Yield Transactionsale by FSAM (provided that the existence of a Permitted Lien shall result in the subordination of the Lenders’ Liens, the Lender will execute a Partial Release (Excess Yield) FSA Liens and approve the filing GIC Issuers’ Lien in accordance with Section 5.1 but not the release of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsLiens).

Release of Security Interest. Upon (x) termination of this Agreement and Loan Agreement, repayment to the Lender and the Hedge Counterparty of all Secured Obligations (including, without limitation, payment of any Swap Obligations) and the performance of all other obligations under the Facility Loan Documents, the Lender shall Collateral Agent shall, upon direction by the Lender, release its security interest in any remaining CollateralCollateral or (y) either (i) payment of a Contract in full by the related Customer or sale of a Contract by the Borrower to the Seller to the extent required under Sections 2.07(b), (c) or (d) of this Loan Agreement and Section 5.5 of the Acquisition Agreement or by the Borrower to the Servicer pursuant to Section 3.07 of the Servicing Agreement, as applicable, or (ii) the deposit into the Distribution Account of all funds required to be delivered hereunder in accordance with Section 2.07(e) of this Loan Agreement in connection with any Securitization, the Collateral Agent shall, upon direction by the Lender, release its security interest in any Collateral related to the applicable Contracts; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Hedge Counterparty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of FinPac, the BorrowerBorrower or any Customer, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for for, FinPac, the Borrower or any Customer or any substantial part of its Propertyproperty, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y)(i) above) shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except as otherwise provided hereinIn addition, and without limitation of the Lender mayforegoing, in its sole discretion, no release its of a security interest in a pool of Pledged Servicing Rights; provided, however, that prior Contract and the Collateral related to such release, Lender Contract in accordance with clause (y)(i) above shall have been paid occur unless and until the full entire amount of any Loans outstanding and any accrued interest and other Obligations hereunder Insurance Proceeds, Recoveries and/or Residual Proceeds received with respect to such Pledged Servicing Rights except Contract and related Equipment following the sale, lease or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date other disposition of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest Equipment in that portion accordance with Section 3.03 of the Collateral defined as Excess Yield. In connection with such Excess Yield TransactionServicing Agreement, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject shall have been delivered to the Liens granted under Collateral Agent for deposit in the Facility DocumentsDistribution Account.

Release of Security Interest. (a) Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, occurrence of any of the Obligations is rescinded or must otherwise following events, the Company may, at its option, deliver to the Trustee an Officers' Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Security Interest in the Collateral subject to such event be restored or returned by the Lender released and an Opinion of Counsel, and upon the insolvency, bankruptcy, dissolution, liquidation or reorganization receipt of the Borrower, or upon or as a result such Officers' Certificate and Opinion of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided hereinCounsel, the Lender may, in its sole discretion, Trustee shall instruct the Second Lien Collateral Trustee to release its interest in a pool of Pledged Servicing Rights; provided, however, that prior the Collateral subject to such release, Lender shall have been paid event: (1) the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result Security Interest in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion all of the Collateral defined shall be released upon payment in full of the principal of (and premium, if any) and interest, including Special Interest, if any, on the Notes; (2) the Security Interest in all of the Collateral shall be released if a Fall-Away Event has occurred and is continuing; (3) the Security Interest in any asset included in the Collateral that is sold, transferred or otherwise disposed of in a transaction that does not violate Section 1013 shall be released; (4) upon the designation of a Restricted Subsidiary as Excess Yield. In an Unrestricted Subsidiary in accordance with the terms of this Indenture, the Security Interest in (A) the assets of such Unrestricted Subsidiary and (B) any Capital Stock of such Unrestricted Subsidiary held by the Company or any Restricted Subsidiary, shall be released; (5) the Security Interest in assets that become subject to Liens securing Capital Lease Obligations or Purchase Money Debt permitted to be incurred pursuant to Section 1008 under clause (c) of the definition of "Permitted Debt" shall be released; (6) if the controlling party (as such term is used in the Intercreditor Agreement) under the Intercreditor Agreement consents to any release of any assets from the first priority lien, the assets so released shall also be released from the Security Interest, provided that the release by such controlling party is not given in connection with a repayment of the First Lien Obligations; (7) upon (A) the merger, consolidation or sale of property of a Notes Guarantor or (B) the sale or issuance of shares of Capital Stock of such Excess Yield TransactionNotes Guarantor resulting in such Notes Guarantor no longer being one of the Company's Subsidiaries, in each case in accordance with the terms of this Indenture, the Lender will execute a Partial Release Security Interest in both (Excess Yieldx) and approve the filing assets of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documents.Notes Guarantor and Indenture 108

Release of Security Interest. (a) Upon termination of this Loan Agreement and repayment to the Lender Lenders of all Secured Obligations and the performance of all then existing obligations under the Facility Loan Documents, the Lender Agent shall release its security interest in any remaining Collateral; provided that if any payment. In addition, or any part thereoffrom time to time, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization request of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby Agent shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided herein. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in the Collateral referred to in such request, provided, that, at the time of and -------- following any such release there shall not have occurred a Default under this Loan Agreement; provided, further, that portion following any such release, (i) the -------- ------- aggregate amount of Loans outstanding secured by Equipment Loans shall not exceed the Borrowing Base with respect to Equipment Loans and (ii) the aggregate amount of Loans outstanding secured by Trade Receivables shall not exceed the Borrowing Base with respect to Trade Receivables (in each case, with respect to all Assets in which the Agent retains a security interest pursuant to this Loan Agreement). The preparation and filing of any documents in order to release the Agent's security interest in the Collateral pursuant to this Section shall be at the expense of the Borrower. (b) If the Borrower desires to make any sale or other disposition of property permitted by Section 7.14, whether through a Permitted Securitization or otherwise, the Borrower shall (i) provide the Agent not less than five (5) Business Days notice of such intention and (ii) make any prepayment of the Loans or delivery of additional Collateral defined as Excess Yield. In connection required pursuant to Section 2.06 concurrently with such Excess Yield Transactionsale or other disposition. Upon or concurrently with the satisfaction by the Borrower of the provisions set forth in clauses (i) and (ii) of the preceding sentence, the Lender will execute Agent shall release its security interest in such property so sold or otherwise disposed of; provided, that the Agent shall not be -------- obligated to deliver any such release unless after giving effect to such sale or other disposition (after giving effect to any application of the proceeds received upon such sale or other disposition), (x) the aggregate principal amount of Loans outstanding shall not exceed the Borrowing Base, (y) the aggregate amount of Loans outstanding secured by Equipment Loans shall not exceed the Borrowing Base with respect to Equipment Loans and (z) the aggregate amount of Loans outstanding secured by Trade Receivables shall not exceed the Borrowing Base with respect to Trade Receivables (in each case, with respect to all Assets in which the Agent retains a Partial Release (Excess Yield) security interest pursuant to this Loan Agreement). Any such release shall be evidenced by a written instrument and approve a Uniform Commercial Code termination statement or amendment executed by Agent delivered to the filing Borrower. The Borrower shall be responsible for the preparation of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentsinstruments and termination statements or amendments.

Release of Security Interest. (a) Upon termination of this ---------------------------- Warehouse Agreement and repayment to the Lender Lenders of all Secured Obligations and the performance of all obligations under the Facility Loan Documents and under the Guarantor Documents, the Lender Lenders shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any -------- of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the BorrowerBorrower or the Grantor, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or a trustee or similar officer for for, the Borrower or the Grantor or any substantial part of its the Borrower's or the Grantor's Property, or otherwise, this Security Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until as though such payments have had not been made. Except . (b) So long as otherwise provided hereinno Event of Default has occurred and is continuing, upon the Lender mayrepayment in full in immediately available funds of the Advance Balance with respect to a Pledged Mortgage Loan, in its sole discretion, release its together with accrued and unpaid interest in a pool respect thereof, such Pledged Mortgage Loan and related Primary Warehouse Loan Collateral shall be automatically released from the Lien of Pledged Servicing Rights; providedthis Security Agreement, however, that prior to such release, and the Warehouse Lender shall have been paid cause the full amount of any Loans outstanding Custodian to release the related Mortgage File and any accrued interest and other Obligations hereunder documents held by the Custodian or the Warehouse Lender with respect to such Pledged Servicing Rights except Mortgage Loan to the Grantor or otherwise provided hereinthe Grantor's designee. Notwithstanding the foregoingIn addition, the Warehouse Lender shall have no obligation execute and deliver such instruments or other documents reasonably requested by the Grantor that are prepared by the Grantor in order to effect the release any Collateral hereunder to of such Pledged Mortgage Loan from the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As Lien of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsWarehouse Lender.

Release of Security Interest. In connection with an Excess Yield Transaction and to the extent permitted in accordance with the provisions of Section 2.08(c) hereof, the Lender shall release its security interest in that portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield). Xxxxxx shall execute the Partial Release (Excess Yield) in favor of Freddie Mac, which evidences inter alia, the full release by the Lender of its Security Interest in, to and under the Excess Yield identified in such Partial Release (Excess Yield) and the Acknowledgement Agreement. Xxxxxx’s release will be effective on the Excess Yield Transaction Date. Notwithstanding anything contained herein to the contrary, in no event shall any release (referenced above or in Section 2.08(c)) of Lender include any Collateral pledged hereunder related to any Retained Citi Covered Mortgage. Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided hereinThe Lender shall, upon [***] Business Days (or, to the extent no Loans are outstanding and no other amounts are payable to Lender mayhereunder, in its sole discretion[***] Business Day) advance written request from the Borrower accompanied by an updated Servicing Schedule, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights except or otherwise provided hereinRights. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent (a) any Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or (b) such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no (i) Borrowing Base Deficiency or breach (ii) a Default or an Event of representation Default. If requested by Freddie Mac, Xxxxxx shall promptly execute such further documentation as requested by Freddie Mac in order to further effectuate the terms and warranty or covenant will result, the Lender releases its security interest in that portion provisions of this Section 4.05 (including but not limited to any request pursuant to Section 14 of the Collateral defined as Excess YieldFreddie Mac Acknowledgment Agreement). In connection with such Excess Yield Transaction, Freddie Mac shall be an express and intended third party beneficiary of this Section 4.05 and shall be entitled to rely upon this Section 4.05 in all respects. This Section 4.05 shall not be amended or modified without the Lender will execute a Partial Release (Excess Yield) and approve the filing express written consent of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility DocumentsFreddie Mac.

Release of Security Interest. Upon termination (a) With respect to Collateral that constitutes Eligible Residential Mortgage Loans, the Agent shall, promptly after the receipt of this Agreement a request from the Borrower in connection with any sale or refinancing of such Collateral, release such Collateral specified in the Borrower's request from the Lien granted hereby and repayment thereupon deliver the same to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Except as otherwise provided herein, the Lender may, in its sole discretion, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior any such release shall be subject to (b) With respect to Collateral that does not constitute Eligible Residential Mortgage Loans, the Agent shall, promptly after the receipt of a request from the Borrower in connection with any sale or refinancing of such Collateral, release such Collateral specified in the Borrower's request from the Lien granted hereby and thereupon deliver the same to the Borrower; provided, however, that (i) any such release shall be subject to the consent of the Agent if either before or after giving effect to such release and the transactions in connection therewith a Default or Event of Default has occurred and is continuing, (ii) the release procedures for the capital stock of the Subsidiaries of the Borrower that own Retained Interest Receivables and the Retained Interest Receivables themselves (none of which are pledged as Collateral but which may be pledged as Collateral pursuant to the terms of the Supplemental Security Agreement, in the form of Annex D to the Pledge Agreement (SPV), signed by such Subsidiaries) shall be as set forth in the Pledge Agreement (SPV), and (iii) with respect to the release of the capital stock of City Mortgage Corporation Limited, subject to clause (i) of this paragraph (b), the Agent will release the capital stock upon four Business Days prior written notice of such proposed release. (c) Upon the commencement of a foreclosure proceeding relating to a Pledged Mortgage, Lender the Agent shall have been paid release the full amount of any Loans outstanding related Mortgage Note, the Mortgage and any accrued interest and the other Obligations hereunder related Collateral Documents with respect to such Pledged Servicing Rights except or otherwise provided herein. Mortgage promptly after its receipt of a written notice from the Borrower, certified by its Designated Borrowing Officer, of the need for such Collateral Documents in connection with such foreclosure proceeding. (d) Notwithstanding the foregoingprovisions set forth in subsections (a) and (b) of this Section 3.04, the Lender shall have no obligation of the Agent to release any Collateral hereunder is subject to its receipt of the Collateral Sale Proceeds from such released Collateral, except to the extent such release would result in a Borrowing Base Deficiency except as except as otherwise provided herein. As of the date of the related Excess Yield Transaction and upon Xxxxxx's satisfaction that no Borrowing Base Deficiency or breach of representation and warranty or covenant will result, the Lender releases its security interest in that portion of the Collateral defined as Excess Yield. In connection with such Excess Yield Transaction, the Lender will execute a Partial Release (Excess Yield) and approve the filing of such financing statement amendments required to reflect the fact that the Excess Yield is no longer subject to the Liens granted under the Facility Documentspermitted by Section 2.04.