Common use of Release; Termination Clause in Contracts

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, 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, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, 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, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements)Obligations, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination 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 other disposition of any item of Collateral of any Grantor (other than sales of inventory in the 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 Collateral Agent), the Collateral Agent will, upon receipt of written instructions from the Required Lenders and 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 that such documents are in form and substance reasonably satisfactory to Collateral Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, or upon any Subsidiary ceasing to be a Material Subsidiary, the Collateral security interests granted under this Agreement by 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 such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed releasesuch documents are required by Grantor, a written request for release describing the item of CollateralCollateral 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 Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementDocuments. (b) Upon the payment As provided in full in cash Section 9.14(b) of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements)Credit Agreement, the pledge and security interest granted hereby shall terminate immediately and automatically and all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. In each case, subject to the terms of any Intercreditor Agreement: (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, the security interest in such Collateral will automatically be released without further action by 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 such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at that, if requested by the time of such request and such release no Event of Default shall have occurred and be continuingCollateral Agent, (ii) such Grantor shall have delivered to the Collateral Agent, prior to the date of the proposed release, 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 in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementDocuments. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations under the Loan Documents (other than contingent indemnification obligations as to which no demand has been madeare not then due and payable), (ii) the Termination Date and (iii) the termination or expiration of the Aggregate Commitment (as defined in each all Letters of the Loan Agreements)Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and approve, execute, assign, transfer and/or deliver to such Grantor such documents and instruments (including, but not limited to UCC termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan DocumentsDocuments (other than sales of Inventory in the ordinary course of business), 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and the Existing Indentures and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreementrequest. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreementsobligations), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (c) The Collateral Agent shall release the Collateral as otherwise provided for under the Collateral Agency Agreement.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of by any Grantor in accordance with that is not otherwise prohibited under the terms of the Loan DocumentsNote, the security interests granted under this Agreement by such Grantor in such Collateral shall terminate and be released. 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; 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, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon the earlier of (i) the payment in full in cash of all of the Secured Obligations (other than any contingent indemnification obligations as to which no demand has been made), not then due and payable) and (ii) the termination satisfaction and discharge of the Aggregate Commitment (as defined Note, in each case, in accordance with their terms, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Loan Agreements)Collateral Agent and each Grantor hereunder shall automatically terminate, the pledge and security interest granted hereby shall terminate all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon At the request and sole expense of any Grantor following any such termination, the Collateral Agent willshall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, at the applicable Grantor’s expense, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence such termination.

Release; Termination. (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 accordance with a transaction which is permitted by the terms of the Loan Documents, such Collateral will be sold, leased, transferred or otherwise disposed of free and clear of the Liens created hereby, and the Collateral Agent will, at such Grantor’s '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, . Each Grantor acknowledges and agrees 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, 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 the Collateral Agent and shall be entitled to conclusively rely on a certificate of such Grantor certification by the Company with respect to the effect that the transaction is matters set forth in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementSection 26. (b) Upon the payment in full in cash satisfaction of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements)Release Conditions, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. At any time and from time to time prior to such termination, the Collateral Agent shall 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 terminationtermination or release, the Collateral Agent will, at the applicable Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination or release, as the case may be.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, the security interests granted under this Agreement by 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 '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 (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral 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 proposed releaseAgent, a written request for release describing the item of CollateralCollateral 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 Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementDocuments. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements), the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to the applicable Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.. TOCb

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, the security interests granted under this Agreement by 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 '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 (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral 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 proposed releaseAgent, a written request for release describing the item of CollateralCollateral 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 Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementDocuments. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements), the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable GrantorGrantor and the Agent will promptly deliver to the applicable Grantors all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s 's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents, or upon any Subsidiary ceasing to be a Material Subsidiary, the security interests granted under this Agreement by such Grantor in such Collateral or in the shares of stock or equity interests (including, 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 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 (i) at the time of no such request and such release no Event of Default documents shall have occurred and be continuing, (ii) required unless such Grantor shall have delivered to the Collateral 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 proposed releaseAgent, a written request for release describing the item of CollateralCollateral 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 Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementDocuments. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements), the The pledge and security interest granted hereby shall terminate will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, Grantor and the Collateral Agent will, at will promptly deliver to the applicable Grantor’s expenseGrantors all certificates representing any Pledged Equity or Pledged Debt, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationReceivables or other Collateral.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan DocumentsDocuments (other than sales of Inventory in the ordinary course of business), 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreementrequest. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations under the Credit Agreement (other than contingent indemnification obligations as to which no demand has been madeobligations), (ii) the Termination Date and (iii) the termination termination, expiration, cash collateralization or provision of other credit support satisfactory to the Aggregate Commitment (as defined in each Issuing Bank of the Loan Agreements)all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer release of all or other disposition any portion of any item 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 Collateral Trustee will, at the Grantor’s expense and in accordance with the terms of Collateral Trust Agreement and the Loan Documents, the Collateral Agent will, at such Grantor’s expenseIntercreditor Agreement, execute and deliver to such 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 hereby; providedhereunder. 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, howeverCollateral Trustee shall promptly execute and deliver to such Guarantor, at such Guarantor’s expense, all documents that (i) at the time such Guarantor shall reasonably request to evidence such termination or release of such request guaranty or Liens. Any execution and such release no Event delivery of Default documents pursuant to this Section 28 shall have occurred and be continuing, (ii) such Grantor shall have delivered without recourse to the or warranty by Collateral Agent, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementTrustee. (bc) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements)Discharge, the pledge and security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Trustee will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other 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 accordance with 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 Loan DocumentsIndenture (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; 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, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon At such time as the payment Note Obligations shall have been paid in full in cash of full, the Secured Obligations Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than contingent indemnification obligations as those expressly stated to which no demand has been made), and the termination survive such termination) of the Aggregate Commitment (as defined in Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of the Loan Agreements)any instrument or performance of any act by any party, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon At the request and sole expense of any Grantor following any such termination, the Collateral Agent willshall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, at the applicable Grantor’s expense, 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 from its obligations hereunder in the event that all the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted under the terms of the Indenture.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms occurrence of the Loan DocumentsDischarge Date, (i) the Administrative Agent shall provide notice to 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 of 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 continuingDischarge Date, (ii) such the Collateral of each Grantor shall have delivered to be automatically released from the Collateral Agent, 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 the Collateral Agent Liens and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements), the pledge and security interest granted hereby shall terminate Guarantees created hereunder and all rights to the Collateral in respect thereof shall automatically revert to the applicable Grantor. Upon any such termination, (iii) all powers of attorney and proxies granted here by each Grantor shall terminate, and (iv) the Collateral Agent willAgent, at the sole cost and expense of the applicable Grantor (A) shall execute and deliver (and/or authorize the filing of) all such documentation, UCC termination statements and instruments (in form and substance reasonably satisfactory to the Collateral Agent) as are furnished by such Grantor to release the Liens created pursuant to this Agreement and to terminate this Agreement, (B) authorize such Grantor to prepare and file UCC termination statements all of the Financing Statements (in form and substance reasonably satisfactory to the Collateral Agent) filed in connection herewith, (C) agree, at the request of such Grantor’s expense, to furnish, execute and deliver to such Grantor documents, instruments, certificates, notices or further assurances and take such documents other action as such Grantor shall may reasonably request as necessary or desirable to evidence effect such terminationtermination and release, all at such Grantor’s sole cost and expense, including the execution of a customary pay-off letter, and (D) shall return any certificates, instruments and documents evidencing the Collateral.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms Section 7.05 of the Loan DocumentsCredit Agreement, the Collateral Administrative Agent will, at such Grantor’s expenseexpense 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; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, and (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of CollateralCollateral and the terms of the sale, 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 the Collateral Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Administrative Agent (or the Required Lenders through the Administrative Agent) may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreementrequest. (b) Upon On the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination of the Aggregate Commitment (as defined in each of the Loan Agreements)Termination Date, the pledge pledge, assignment and security interest granted hereby by each Grantor hereunder shall terminate and all rights to the Collateral of such Grantor shall revert to the applicable such Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor’s expenseexpense 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 such terminationtermination and deliver to such Grantor all Pledged Securities, Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the Collateral of such Grantor then held by the Administrative Agent.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with At such time as the terms of the Loan DocumentsLoans, the Collateral Agent will, at such Grantor’s expense, execute Reimbursement Obligations 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, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon the payment in full in cash of the Secured Obligations (other than Secured Obligations in respect of Specified Swap Agreements, Specified Cash Management Agreements and contingent indemnification and reimbursement obligations as to for which no demand claim has been made)) shall have been paid in full, and the termination Commitments have been terminated and no Letters of the Aggregate Commitment Credit shall be outstanding (as defined in each other than Letters of the Loan AgreementsCredit that have been cash collateralized), the pledge Mortgaged Property shall be automatically released from the Liens created hereby, and security interest granted hereby this Deed of Trust and all obligations (other than those expressly stated to survive such termination) of the Beneficiary and Grantor hereunder shall terminate terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral Mortgaged Property shall revert to the applicable Grantor. Upon At the request and sole expense of Grantor following any such termination, the Collateral Agent will, at the applicable Grantor’s expense, Beneficiary shall execute and deliver to such Grantor or such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Mortgaged Property shall be sold, transferred or otherwise disposed of by Grantor in a transaction permitted by the Credit Agreement, then the Beneficiary, at the request and sole expense of Grantor, shall execute and deliver to Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Mortgaged Property.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of by any Grantor in accordance with that is permitted under the terms of the Loan DocumentsSecurities 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 (which written certification the Collateral Agent shall be entitled to rely 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; 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, 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 the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this Agreement. (b) Upon the earlier of (i) the payment in full in cash of all of the Secured Obligations (other than any contingent indemnification obligations as to which no demand has been made), not then due and payable) and (ii) the satisfaction and discharge of the Securities Purchase Agreement and the termination 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 Aggregate Commitment (as defined in Collateral Agent and each Grantor hereunder shall automatically terminate, all without delivery of the Loan Agreements)any instrument or performance of any act by any party, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable GrantorGrantors. Upon At the request and sole expense of any Grantor following any such termination, the Collateral Agent willshall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, at the applicable Grantor’s expense, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request in writing to evidence such termination.

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor (to a Person other than another Grantor) in accordance with the terms of the Loan Documents, 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 that, except as permitted under Section 5.02(e) of the Credit Agreement, (i) at with respect to sales of Equipment and Inventory in the time ordinary course of such request business that are permitted by the Credit Agreement, the Liens granted herein shall be deemed to be released with no further action on the part of any Person, and such release no Event of Default shall have occurred and be continuing, (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any Grantor shall have delivered to in respect of) all interests in the Collateral Agentretained by any Grantor, prior to including, without limitation, the date Proceeds of any sale of the proposed release, a written request for release describing the item of Collateral, together with a form all of release for execution by which shall continue to constitute part of the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may reasonably request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with the terms of this AgreementCollateral. (b) Upon the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations as to which no demand has been made), and the termination in accordance with Section 1.02(b) of the Aggregate Commitment (as defined in each of the Loan Agreements)Credit Agreement, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute execute, assign, transfer and deliver to such Grantor such documents and instruments (including, but not limited to UCC-3 termination financing statements or releases) as such Grantor shall reasonably request to evidence such termination; provided that such documents and instruments shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent shall not be required to execute any such document on terms which, in 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 without recourse or warranty.