Common use of Release; Termination Clause in Contracts

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

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, the Liens on the (a) Upon any disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to by any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution Grantor that is permitted under the Loan Agreementterms of the Purchase Agreement and the Notes and is not otherwise prohibited under the Purchase Agreement or the Notes, the security interests granted under this Agreement by such Grantor in such Collateral shall terminate and be released. The Company shall provide the Collateral Agent of a written certification that such release has occurred in accordance with such provisions (iii) with respect which written certification the Collateral Agent shall be entitled to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreementrely conclusively without further inquiry), and the Collateral Agent will at the Grantor’s request and expense deliver to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Collateral Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby. (ivb) with Upon the consent earlier of (i) the payment in full of all of the Lenders or Requisite Lenders, as applicable, pursuant to Obligations (other than any contingent indemnification obligations not then due and payable) and (ii) the Credit Agreement, andsatisfaction and discharge of the Purchase Agreement and the Notes, in each case, in accordance with their terms, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable Collateral shall revert to the applicable PledgorGrantors. Notwithstanding At the request and sole expense of any provision to the contrary herein, as and when requested by Grantor following any Pledgorsuch termination, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) shall promptly deliver to such Pledgor Grantor any such released Collateral in held by the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a PledgorAgent hereunder, the Administrative Agent shall, at the Pledgor’s cost, and promptly execute and deliver to such other documents, instruments or statements and to take Grantor such other action documents as such Pledgor may Grantor shall reasonably request in writing to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The (a) Upon the payment in full in cash of the Secured Obligations, the pledge and security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, terminate and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgorapplicable Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments to such Grantor such documents as such Grantor shall reasonably request to evidence such termination provided that (i) the Collateral Agent has received written instructions from the Required Lenders notifying the Collateral Agent that all Secured Obligations have been paid in full in cash and directing Collateral Agent to so execute and deliver such documents (which instructions the Collateral Agent shall be entitled to rely on conclusively) and (ii) such documents are in form and substance reasonably satisfactory to Collateral Agent. (b) Upon any sale, lease, transfer or releases that remove the released other disposition of any item of Collateral from of any previously filed financing statements that included such released Collateral Grantor (other than sales of inventory in the description ordinary course of business, which Liens will be deemed to be released automatically in connection with such sale with no further action required by the assets covered thereby Collateral Agent), the Collateral Agent will, upon receipt of written instructions from the Required Lenders and (z) at such Grantor’s expense, execute and deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following documents as such Grantor shall reasonably request to evidence the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the item of Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentsassignment and security interest granted hereby provided that such documents are in form and substance reasonably satisfactory to Collateral Agent.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including or upon any Subsidiary ceasing to be a Material Subsidiary, the security interests granted under this Agreement by way such Grantor in such Collateral or in the shares of mergerstock or equity interests (including, consolidation without limitation, any Initial Pledged Equity) of such Subsidiary that has ceased to be a Material Subsidiary shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or dissolution other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that no such documents shall be required unless such Grantor shall have delivered to the Agent, at least five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the Agent, a written request for release describing the item of Collateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent and a certificate of such Grantor to the effect that the transaction is permitted under in compliance with the Loan Agreement, Documents. (iiib) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, The pledge and (ivsecurity interest granted hereby will be terminated as set forth in Section 9.16(b) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, Agreement and upon such termination all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision Grantor and the Agent will promptly deliver to the contrary hereinapplicable Grantors all certificates representing any Pledged Equity or Pledged Debt, as and when requested by any Pledgor, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments Receivables or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such other Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documents.

Release; Termination. The pledge (a) Upon any sale, transfer or other disposition of any item of Collateral of any Grantor in accordance with Section 7.05 of the Credit Agreement, the Administrative Agent will, at such Grantor’s expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby shall automatically terminatehereby; provided, the Liens on the Collateral granted under the Loan Documents will automatically be released however, that (i) in wholeat the time of such request and such release no Default shall have occurred and be continuing, upon payment in full of the Secured Obligations or upon the Collateral Release Date, and (ii) as such Grantor shall have delivered to any property constituting the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with and the terms of the Loan Documentssale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by way the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of merger, consolidation or dissolution such Grantor to the effect that the transaction is permitted under in compliance with the Loan AgreementDocuments and as to such other matters as the Administrative Agent (or the Required Lenders through the Administrative Agent) may reasonably request. (b) On the Termination Date, (iii) with respect to any Collateral that is owned the pledge, assignment and security interest granted by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, each Grantor hereunder shall terminate and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral of such Grantor shall revert to the applicable Pledgorsuch Grantor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor Upon any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgortermination, the Administrative Agent shallwill, at the Pledgorapplicable Grantor’s costexpense and without any representations, promptly warranties or recourse of any kind whatsoever, execute and deliver to such other documents, instruments or statements and to take Grantor such other action documents as such Pledgor may Grantor shall reasonably request to evidence such termination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or confirm that evidencing the Collateral is released in accordance with this Section 19 has been released from of such Grantor then held by the Liens of each of the Loan DocumentsAdministrative Agent.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate, the Liens on the (a) Upon any disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to by any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution Grantor that is permitted under the Loan Agreementterms of the Securities Purchase Agreement and the Notes and is not otherwise prohibited under the Securities Purchase Agreement or the Notes, the security interests granted under this Agreement by such Grantor in such Collateral shall terminate and be released. The Company shall provide the Collateral Agent of a written certification that such release has occurred in accordance with such provisions (iii) with respect which written certification the Collateral Agent shall be entitled to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreementrely conclusively without further inquiry), and the Collateral Agent will at the Grantor’s request and expense deliver to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Collateral Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby. (ivb) with Upon the consent earlier of (i) the payment in full of all of the Lenders or Requisite Lenders, as applicable, pursuant to Obligations (other than any contingent indemnification obligations not then due and payable) and (ii) the Credit Agreement, andsatisfaction and discharge of the Securities Purchase Agreement and the Notes, in each case, in accordance with their terms, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable Collateral shall revert to the applicable PledgorGrantors. Notwithstanding At the request and sole expense of any provision to the contrary herein, as and when requested by Grantor following any Pledgorsuch termination, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) shall promptly deliver to such Pledgor Grantor any such released Collateral in held by the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a PledgorAgent hereunder, the Administrative Agent shall, at the Pledgor’s cost, and promptly execute and deliver to such other documents, instruments or statements and to take Grantor such other action documents as such Pledgor may Grantor shall reasonably request in writing to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released of any Grantor (ito a Person other than another Grantor) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of mergersuch item of Collateral from the assignment and security interest granted hereby; provided, consolidation or dissolution that is however, that, except as permitted under Section 5.02(e) of the Loan Credit Agreement, (iiii) with respect to any Collateral sales of Equipment and Inventory in the ordinary course of business that is owned are permitted by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, andthe Liens granted herein shall be deemed to be released with no further action on the part of any Person, and (ii) such release shall not in each caseany manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor in respect of) all interests in the Collateral retained by any Grantor, including, without limitation, the Proceeds of any sale of the Collateral, all of which shall continue to constitute part of the Collateral. (b) Upon the payment in full of the Secured Obligations in accordance with Section 1.02(b) of the Credit Agreement, the pledge and security interest granted hereby shall terminate and all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgorapplicable Grantor’s costexpense, (y) execute execute, assign, transfer and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgordocuments and instruments (including, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments but not limited to UCC-3 termination financing statements or statements and to take such other action releases) as such Pledgor may Grantor shall reasonably request to evidence or confirm such termination; provided that such documents and instruments shall be in form and substance reasonably satisfactory to the Collateral is released Agent. Notwithstanding the foregoing, the Collateral Agent shall not be required to execute any such document on terms which, in accordance with this Section 19 has been released from its reasonable opinion, would, under applicable law, expose the Collateral Agent to liability or entail any adverse consequence other than the release of any Liens of each of the Loan Documentswithout recourse or warranty.

Release; Termination. The pledge and security interest granted hereby shall automatically terminateUpon the occurrence of the Discharge Date, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full the Administrative Agent shall provide notice to the Collateral Agent of the Secured Obligations or upon the Collateral Release Discharge Date, (ii) as the Collateral of each Grantor shall be automatically released from the Liens and Guarantees created hereunder and all rights in respect thereof shall automatically revert to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreementapplicable Grantor, (iii) with respect to any Collateral that is owned all powers of attorney and proxies granted here by a Pledgor that is released from its Guarantee pursuant to the Loan Agreementeach Grantor shall terminate, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the Collateral Agent shallAgent, at the Pledgor’s cost, sole cost and expense of the applicable Grantor (yA) shall execute and deliver (and/or authorize the filing of) all such documentation, UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing termination statements that included such released Collateral and instruments (in the description of the assets covered thereby form and (z) deliver substance reasonably satisfactory to such Pledgor any such released Collateral in the Collateral Agent’s possession following ) as are furnished by such Grantor to release the release Liens created pursuant to this Agreement and to terminate this Agreement, (B) authorize such Grantor to prepare and file UCC termination statements all of such Collateral. If requested the Financing Statements (in writing by a Pledgorform and substance reasonably satisfactory to the Collateral Agent) filed in connection herewith, the Administrative Agent shall(C) agree, at the Pledgor’s costrequest of such Grantor, promptly to furnish, execute and deliver such other documents, instruments instruments, certificates, notices or statements further assurances and to take such other action as such Pledgor Grantor may reasonably request as necessary or desirable to evidence or confirm that effect such termination and release, all at such Grantor’s sole cost and expense, including the Collateral is released in accordance with this Section 19 has been released from execution of a customary pay-off letter, and (D) shall return any certificates, instruments and documents evidencing the Liens of each of the Loan DocumentsCollateral.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan DocumentsDocuments (other than sales of Inventory in the ordinary course of business), including the security interest in such Collateral shall automatically terminate and, as promptly as practicable, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral, together with a form of release for execution by way the Collateral Agent and a certificate of merger, consolidation or dissolution such Grantor to the effect that the transaction is permitted in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations under the Loan AgreementCredit Agreement (other than contingent obligations), (ii) the Termination Date and (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant the termination, expiration, cash collateralization or provision of other credit support satisfactory to the Loan AgreementIssuing Bank of all Letters of Credit, the pledge and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, security interest granted hereby shall terminate and all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgorapplicable Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action documents as such Pledgor may Grantor shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including or upon any Subsidiary ceasing to be a Material Subsidiary, the security interests granted under this Agreement by way such Grantor shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of mergersuch item of Collateral from the assignment and security interest granted hereby; provided, consolidation however, that no such documents shall be required unless such Grantor shall have delivered to the Agent, at least five Business Days prior to the date such documents are required by Grantor, a written request for release describing the item of Collateral and the consideration to be received in the sale, transfer or dissolution other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent and a certificate of such Grantor to the effect that the transaction is permitted under in compliance with the Loan Agreement, Documents. (iiib) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (ivAs provided in Section 9.14(b) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, the pledge and security interest granted hereby shall terminate immediately and automatically and all rights to the applicable Collateral shall revert to the applicable PledgorGrantor and the Agent will promptly deliver to Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgorapplicable Grantor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s costexpense, promptly execute and deliver to such other documents, instruments or statements and to take Grantor such other action documents as such Pledgor may Grantor shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The pledge (a) At such time as the Loans, the Reimbursement Obligations and security interest granted hereby the other Secured Obligations (other than Secured Obligations in respect of Specified Swap Agreements, Specified Cash Management Agreements and contingent indemnification and reimbursement obligations for which no claim has been made) shall have been paid in full, and the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized), the Mortgaged Property shall be automatically released from the Liens created hereby, and this Deed of Trust and all obligations (other than those expressly stated to survive such termination) of the Beneficiary and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Liens on Mortgaged Property shall revert to the Collateral granted under Grantor. At the Loan Documents will automatically be released request and sole expense of Grantor following any such termination, the Beneficiary shall execute and deliver to Grantor or such documents as Grantor shall reasonably request to evidence such termination. (ib) in whole, upon payment in full If any of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is Mortgaged Property shall be sold, leased, transferred or otherwise disposed of by Grantor in a Pledgor in accordance with the terms of the Loan Documents, including transaction permitted by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to then the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the Collateral Agent shallBeneficiary, at the Pledgor’s costrequest and sole expense of Grantor, (y) shall execute and deliver UCC financing statement amendments to Grantor all releases or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following other documents reasonably necessary or desirable for the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentscreated hereby on such Mortgaged Property.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor to any Person other than another Grantor (or a Subsidiary that is required to be a Grantor) in a transaction which is permitted by the Liens on the Collateral granted under terms of the Loan Documents Documents, such Collateral will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms free and clear of the Loan DocumentsLiens created hereby, including and the Collateral Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby. Each Grantor acknowledges and agrees that the Collateral Agent shall be entitled to conclusively rely on a certification by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) Company with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and matters set forth in this Section 26. (ivb) with Upon the consent satisfaction of the Lenders or Requisite LendersRelease Conditions, as applicable, pursuant to the Credit Agreement, and, in each case, pledge and security interest granted hereby shall terminate and all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding At any provision time and from time to the contrary herein, as and when requested by any Pledgortime prior to such termination, the Collateral Agent shallshall release any Collateral in accordance with Section 10.03(b) of the Credit Agreement. If at any time prior to such termination, the Indenture or the obligation of the Company to provide equal and ratable security thereunder is terminated, the rights of the Senior Noteholders and the Trustee hereunder shall simultaneously terminate. Upon any such termination or release, the Collateral Agent will, at the Pledgor’s costapplicable Grantor's expense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action documents as such Pledgor may Grantor shall reasonably request to evidence such termination or confirm that release, as the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentscase may be.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including the security interests granted under this Agreement by way such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor's request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of mergersuch item of Collateral from the assignment and security interest granted hereby; provided, consolidation however, that (i) no such documents shall be required unless such Grantor shall have delivered to the Agent, at least five Business Days prior to the date such documents are required by Grantor, or dissolution such lesser period of time agreed by the Agent, a written request for release describing the item of Collateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent and a certificate of such Grantor to the effect that the transaction is permitted under in compliance with the Loan Agreement, Documents. (iiib) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, The pledge and (ivsecurity interest granted hereby will be terminated as set forth in Section 9.16(b) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, Agreement and upon such termination all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision Grantor and the Agent will promptly deliver to the contrary hereinapplicable Grantors all certificates representing any Pledged Equity or Pledged Debt, as and when requested by Receivables or other Collateral. Upon any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s costapplicable Grantor's expense, promptly execute and deliver to such other documents, instruments or statements and to take Grantor such other action documents as such Pledgor may Grantor shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. (a) Upon any release of all or any portion of the Collateral of any Grantor from the Liens created hereby, in each case in accordance with Section 4.1 of the Collateral Trust Agreement, the security interest created hereunder on such item of Collateral shall be automatically released. (b) All or any portion of the Collateral shall be released from the Liens created hereby, and the other Priority Lien Documents shall terminate, in each case in accordance with Section 4.1 of the Collateral Trust Agreement. The pledge Collateral Trustee will, at the Grantor’s expense and in accordance with the Collateral Trust Agreement and the Intercreditor Agreement, execute and deliver to Grantor Agent such documents as such Grantor Agent shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereunder. The release of the guaranty agreements executed by a Guarantor in favor of the Collateral Trustee shall be subject to the provisions of all applicable Priority Lien Documents. In connection with such release, Collateral Trustee shall promptly execute and deliver to such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release of such guaranty or Liens. Any execution and delivery of documents pursuant to this Section 28 shall be without recourse to or warranty by Collateral Trustee. (c) Upon the Discharge, the security interest granted hereby shall automatically terminate, the Liens on the Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor in accordance with the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, terminate and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallTrustee will, at the Pledgorapplicable Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action documents as such Pledgor may Grantor shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The pledge (a) Upon any disposition of any item of Collateral of any Grantor as permitted by Section 4.11 of the Indenture and not otherwise prohibited under the Indenture, the security interests granted under this Agreement by such Grantor in such Collateral shall immediately terminate and automatically be released and upon receipt by the Collateral Agent of a written certification by the Company that such disposition or other event, as applicable, is not prohibited under the terms of the Indenture (which written certification the Collateral Agent shall be entitled to rely conclusively without further inquiry), Collateral Agent will at the Grantor’s request and expense deliver to such Grantor all notes and other instruments representing any Pledged Debt, Receivables or other Collateral so released, and Collateral Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence the release of such item of Collateral from the assignment and security interest granted hereby hereby. (b) At such time as the Note Obligations shall have been paid in full, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall revert to the Liens on Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral granted under Agent shall promptly deliver to such Grantor any Collateral held by the Loan Documents will automatically Collateral Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence such termination. At the request and sole expense of the Company, a Grantor shall be released (i) from its obligations hereunder in whole, upon payment in full the event that all the Capital Stock of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is such Grantor shall be sold, leased, transferred or otherwise disposed of by in a Pledgor in accordance with transaction permitted under the terms of the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Loan Agreement, (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as and when requested by any Pledgor, the Collateral Agent shall, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Pledgor may reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan DocumentsIndenture.

Release; Termination. The pledge and security interest granted hereby shall automatically terminateIn each case, subject to the Liens on the terms of any Intercreditor Agreement: (a) Upon any sale, lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including the security interest in such Collateral will automatically be released without further action by way any party and the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of mergersuch item of Collateral from the assignment and security interest granted hereby; provided, consolidation or dissolution however, that, if requested by the Collateral Agent, such Grantor shall have delivered to the Collateral Agent, a written request for release in reasonable detail describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is permitted in compliance with the Loan Documents. (b) Upon the latest of (i) the payment in full in cash of the Obligations under the Loan AgreementDocuments (other than contingent indemnification obligations which are not then due and payable), (ii) the Termination Date and (iii) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreementtermination or expiration of all Letters of Credit, the pledge and (iv) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, security interest granted hereby shall terminate and all rights to the applicable Collateral shall revert to the applicable PledgorGrantor. Notwithstanding Upon any provision to the contrary herein, as and when requested by any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgorapplicable Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) approve, execute, assign, transfer and/or deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgordocuments and instruments (including, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments but not limited to UCC termination financing statements or statements and to take such other action releases) as such Pledgor may Grantor shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documentssuch termination.

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan Documents, including the security interests granted under this Agreement by way such Grantor in such Collateral shall immediately terminate and automatically be released and Agent will promptly deliver at the Grantor's request to such Grantor all certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and Agent will, at such Grantor's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of mergersuch item of Collateral from the assignment and security interest granted hereby; provided, consolidation however, that (i) no such documents shall be required unless such Grantor shall have delivered to the Agent, at least five Business Days prior to the date such documents are required by Grantor, or dissolution such lesser period of time agreed by the Agent, a written request for release describing the item of Collateral and the consideration to be received in the sale, transfer or other disposition and any expenses in connection therewith, together with a form of release for execution by the Agent and a certificate of such Grantor to the effect that the transaction is permitted under in compliance with the Loan Agreement, Documents. (iiib) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to the Loan Agreement, The pledge and (ivsecurity interest granted hereby will be terminated as set forth in Section 9.16(b) with the consent of the Lenders or Requisite Lenders, as applicable, pursuant to the Credit Agreement, and, in each case, Agreement and upon such termination all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision Grantor and the Agent will promptly deliver to the contrary hereinapplicable Grantors all certificates representing any Pledged Equity or Pledged Debt, as and when requested by Receivables or other Collateral. Upon any Pledgorsuch termination, the Collateral Agent shallwill, at the Pledgor’s cost, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s costapplicable Grantor's expense, promptly execute and deliver to such other documents, instruments or statements and to take Grantor such other action documents as such Pledgor may Grantor shall reasonably request to evidence or confirm that the Collateral is released in accordance with this Section 19 has been released from the Liens of each of the Loan Documents.such termination. TOCb

Release; Termination. The pledge and security interest granted hereby shall automatically terminate(a) Upon any sale, the Liens on the lease, transfer or other disposition of any item of Collateral granted under the Loan Documents will automatically be released (i) in whole, upon payment in full of the Secured Obligations or upon the Collateral Release Date, (ii) as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of by a Pledgor Grantor in accordance with the terms of the Loan DocumentsDocuments (other than sales of Inventory in the ordinary course of business), including the security interest in such Collateral shall automatically terminate and as promptly as practicable, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral, together with a form of release for execution by way the Collateral Agent and a certificate of merger, consolidation or dissolution such Grantor to the effect that the transaction is permitted under in compliance with the Loan Agreement, Documents and the Existing Indentures and as to such other matters as the Collateral Agent may reasonably request. (iiib) with respect to any Collateral that is owned by a Pledgor that is released from its Guarantee pursuant to Upon the Loan Agreement, and (iv) with the consent payment in full in cash of the Lenders or Requisite LendersSecured Obligations (other than contingent obligations), as applicable, pursuant to the Credit Agreement, and, in each case, pledge and security interest granted hereby shall terminate and all rights to the applicable Collateral shall revert to the applicable Pledgor. Notwithstanding any provision to the contrary herein, as Grantor and when requested by any Pledgor, the Collateral Agent shallwill, at the Pledgorapplicable Grantor’s costexpense, (y) execute and deliver UCC financing statement amendments or releases that remove the released Collateral from any previously filed financing statements that included such released Collateral in the description of the assets covered thereby and (z) deliver to such Pledgor any Grantor such released Collateral in the Collateral Agent’s possession following the release of such Collateral. If requested in writing by a Pledgor, the Administrative Agent shall, at the Pledgor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action documents as such Pledgor may Grantor shall reasonably request to evidence or confirm that such termination. (c) The Collateral Agent shall release the Collateral is released in accordance with this Section 19 has been released from as otherwise provided for under the Liens of each of the Loan DocumentsCollateral Agency Agreement.