Common use of Releases Clause in Contracts

Releases. (a) At such time as there has been a Discharge of the Secured Obligations, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Securities and the other Secured Obligations (other than contingent or indemnification obligations not then asserted or due) shall have been a Discharge paid in full in cash or upon defeasance of the Secured ObligationsObligations or discharge of the Indenture, the Collateral Agent shall take such actions as shall be released from the Liens created herebyrequired to release its security interest in all Collateral, and this Agreement to release all guarantee obligations provided for in the Indenture or in any Collateral Document and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and upon the Collateral Agent’s receipt of an Officer’s Certificate and Opinion of Counsel as any documentation required by the Indenture, the Collateral Agent shall assign, transfer and deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents documents, and take such other actions, as such Grantor shall reasonably request to evidence such terminationtermination including without limitation (i) authorizing such Grantor(s) to file termination statements with respect to any Uniform Commercial Code filings covering the Collateral and (ii) filing termination statements with the United States Patent and Trademark Office and the United States Copyright Office. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureIndenture (other than to another Grantor), thenor in the event of Collateral which is the subject of a purchase money Lien or capital lease permitted under the Indenture and the lender or lessor thereunder requires a release of the Lien hereunder on the applicable Collateral, then (i) the security interest in any such Collateral shall be automatically released to the extent that such sale, transfer or disposition (in the case of clauses (x) and (y) below) or purchase money Lien or capital lease (in the case of clause (y) below) does not (x) pertain to Voting Stock of any Subsidiary that is a Guarantor or (y) involve the termination of any financing statement in favor of the Collateral Agent on behalf of the Secured Parties and (ii) the Collateral Agent, at the written request and sole expense of such GrantorGrantor and upon the Collateral Agent’s receipt of any documentation required by the Indenture, shall execute and deliver to such Grantor all releases (including without limitation a deletion from the applicable Uniform Commercial Code financing statement of such Collateral) or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests Voting Stock of such a Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the Indenture; provided that , the Collateral Agent will assign, transfer and deliver to the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date such of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that applicable Collateral concerning such transaction is Voting Stock as may then be in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent possession of the Collateral Agent, subject Agent and shall take such other actions as shall be necessary to such Grantor’s rights under Section 9-509(d)(2) terminate the security interest of the UCCCollateral Agent in such Voting Stock, and, further, if all such Voting Stock shall be so disposed of such Subsidiary Guarantor shall be released from its obligations hereunder and under the Indenture. Reference is made to the Indenture, including, without limitation, Sections 10.13(c) and 14.04 of the Indenture for additional release provisions.

Releases. (a) At such time as there has the Obligations shall have been a Discharge of paid in full in cash and the Secured ObligationsCommitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Equity Interests of any Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower Agent and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower Agent shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower Agent stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Lender Swap Contracts or Cash Management Agreements) shall have been a Discharge paid in full, the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Company, a Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Company shall have delivered to the Collateral Administrative Agent, at least ten (10) three Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge Notwithstanding anything to the contrary contained in the Credit Agreement, herein or in any other Loan Document, upon request of the Borrower in connection with any disposition of Property permitted by the Loan Documents, the Agent shall (without notice to or vote or consent of any other Secured ObligationsCreditor) take such actions as shall be required to release the Security Interest in any Collateral being disposed of in such disposition, to the extent necessary to permit consummation of such disposition in accordance with the Loan Documents; provided that the Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Collateral being disposed of in such disposition and the terms of such disposition in reasonable detail, including the date thereof, the price thereof and any estimated expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that the proceeds of such disposition will be applied in accordance with the Credit Agreement and the other Loan Documents. (b) At the request and sole expense of the Borrower, a Grantor (other than the Borrower) shall be released from its obligations hereunder in the event that all the capital stock or other equity interests of such Grantor shall be disposed of in a transaction permitted by the Credit Agreement; provided that such the Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that the Proceeds of such disposition will be applied in accordance therewith. (c) Upon the occurrence of the Prepayment Date, subject to compliance with Section 7.4(a) of the Credit Agreement, the Collateral shall be released from the Liens Lien created hereby, 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, all at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Obligations (other than any contingent indemnification obligations) shall have been a Discharge of paid in full and the Secured ObligationsCommitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Collateral. (c) If any Grantor shall have delivered cease to be a Restricted Subsidiary as a result of a transaction permitted under the Collateral AgentCredit Agreement, then, at least ten (10) Business Days prior to the date request of the proposed release, a written request for release identifying Company and at the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerGrantors, a Subsidiary such Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor and shall no longer be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered party to the Collateral this Agreement. The Administrative Agent, at least ten (10) Business Days prior to the date request and sole expense of the proposed release, a written request for release identifying the relevant Subsidiary such Grantor, together with a certification by shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable evidencing such release and the Issuer stating fact that such transaction Grantor is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithno longer a party to this Agreement. (d) The terminations, releases and/or other actions described in subsections (a), (b) and (c) Each Grantor acknowledges above shall occur without notice to, or vote of consent of, any counterparty to a Hedging Agreement that it is not authorized to file any financing statement was a Lender or amendment or termination statement with respect to any financing statement originally filed in connection herewith without an Affiliate of a Lender at the prior written consent of the Collateral Agent, subject to time such Grantor’s rights under Section 9-509(d)(2) of the UCCagreement was executed.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor to a Person that is not a Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then(a) such Collateral shall, upon such sale, transfer or disposition, automatically be released from the Collateral Liens created hereby on such Collateral, and (b) then the Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of After the Secured ObligationsRelease Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to the such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral or any Mortgaged Property (as defined in any Mortgage) shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor Grantor, without any representation or warranty by the Administrative Agent, all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithor Mortgaged Property. At the request and sole expense of the IssuerCompany, Holdings and a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of Holdings and such Subsidiary Grantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided PROVIDED that the Issuer Company shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGrantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations the Liens granted hereby (other than those expressly stated including any irrevocable licenses granted to survive such terminationthe Administrative Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person, and the Administrative Agent shall promptly (and each Secured Party, by its authorization of the Collateral Administrative Agent’s entering into this Agreement, hereby authorizes the Administrative Agent to) take such actions and each Grantor hereunder shall terminate, all without delivery of execute any instrument or performance of any act such documents as may be reasonably requested by any party, Grantor and all rights at such Grantor’s expense to the Collateral shall revert to the Grantors. At the written request further document and sole expense of any Grantor following any evidence such termination and receipt release, and the Guarantee Obligations of an Officer’s Certificate the Guarantors hereunder shall automatically terminate and Opinion of Counsel as required be released, without the requirement for any further action by any Person and the Indenture, the Collateral Administrative Agent shall deliver to promptly (and each Secured Party, by its authorization of the Administrative Agent’s entering into this Agreement, hereby authorizes the Administrative Agent to) take such Grantor any Collateral held by the Collateral Agent hereunder, action and execute and deliver to such Grantor any such documents as may be reasonably requested by any Guarantor and at such Grantor shall reasonably request Guarantor’s expense to further document and evidence such terminationtermination and release of the Guarantee Obligations of the Guarantors hereunder. (b) If In the event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Collateral shall be Disposed Capital Stock or assets of by any Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder in a transaction permitted under the Credit Agreement, the Liens created hereunder in respect of such Capital Stock or assets (including any irrevocable licenses granted to the Administrative Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the IndentureAdministrative Agent shall promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such actions and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of Liens hereunder in respect of such Capital Stock or assets. In the event that any Capital Stock or other asset (including Mortgaged Property) constituting Collateral has become, or is becoming, an Excluded Asset, then, the Collateral Agent, at the written request of any Grantor and sole at such Grantor’s expense, the Administrative Agent agrees to promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such action and execute such documents (including Mortgage Release documents) as may be reasonably requested by any Grantor and at such Grantor’s expense to terminate, discharge and release (or to further document and evidence the termination and release of) the Liens created hereunder in respect of such Grantorassets. In the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary (or in case any Restricted Subsidiary otherwise becomes an Excluded Subsidiary or Mid-Holdings elects that any Discretionary Guarantor that would otherwise constitute an Excluded Subsidiary cease to be a Discretionary Guarantor), the Guarantee Obligations created hereunder in respect of such Guarantor (and all Liens granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such actions and execute and deliver to any such Grantor all releases or other documents as may be reasonably requested by such Grantor for the Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the such Liens created hereby on and such Collateral provided that the Guarantor’s Guarantee Obligations hereunder. Any representation, warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or Subsidiary of any Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral no longer be deemed to be releasedmade with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuersold, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agentleased, at least ten (10) Business Days prior to the date of the proposed releaseassigned, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithtransferred or disposed of. (c) Each Grantor acknowledges that it is not authorized All releases or other documents delivered by the Administrative Agent pursuant to file any financing statement this Section 9.15 shall be without recourse to, or amendment or termination statement with respect to any financing statement originally filed in connection herewith without warranty by, the prior written consent of the Collateral Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Borrower Credit Agreement Obligations (other than Obligations in respect of Specified Swap Agreements) shall have been a Discharge paid in full, the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Agent, at least ten (10) two Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents Loan Documents. (c) If any Grantor shall enter into a Receivables Financing pursuant to which all or any of such Grantor’s Receivables, participation interests in such Receivables or Gift Shop Assets are to be sold or pledged as collateral, then the Receivables, Related Security and Gift Shop Assets of such Grantor that are the subject of such Receivables Financing shall immediately and without further act be released from the Liens created hereby to the extent that the Proceeds aggregate outstanding amount of the purchase price or loan from the applicable lenders or investors under all Receivables Financings at any time does not exceed $500,000,000. Such Grantor is authorized to file appropriate UCC-3 financing statement amendments in form reasonably satisfactory to the Collateral Agent reflecting any such Disposition will be applied in accordance therewithrelease. At the request and sole expense of the IssuerBorrower in connection with any such release, a Subsidiary the Collateral Agent shall execute and deliver to such Grantor such documents as such Grantor shall be released from its obligations hereunder reasonably request to evidence such release, including the delivery of a confirmation of such release to any applicable financing party or trustee. The Borrower notifies the Collateral Agent that, as of the date hereof, the Grantors identified on Annex 2 hereto are parties to the Existing Receivables Facility pursuant to which the Receivables, Related Security, Collections and Gift Shop Assets of such Grantors are not included in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered Collateral pursuant to the Collateral Agent, at least ten clauses (10v) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2vi) of the UCCfinal paragraph of Section 2. The Collateral Agent acknowledges that the Receivables and Gift Shop Assets of such Grantors that are disposed of or subject to a Lien in connection with the Existing Receivables Financing are not subject to the Liens of this Agreement.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and all other Secured Obligations (other than Unasserted Contingent Obligations and obligations under or in respect of Specified Hedge Agreements or Specified Cash Management Agreements) have been a Discharge of the Secured Obligationspaid in full, the Collateral shall automatically be 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 the Collateral shall automatically revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Collateral Agent) and take such further actions as such Grantor shall may reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed is sold, transferred or otherwise disposed of by any Grantor (other than to another Grantor) in a transaction permitted by the IndentureCredit Agreement, thenthen the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such Grantor further actions for the release of the Liens created hereby on such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the Collateral Agent shall be required to execute such release only if the Borrower and applicable Grantor shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written certificate of a Responsible Officer with request for release identifying the relevant Grantor Collateral and Collateral to be released, together with a certification by the Issuer stating certifying that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement and the Collateral Agent, at the request and sole expense of such the Borrower, shall promptly execute and deliver to such Borrower all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such further actions for the release of such Guarantor; provided that the Issuer Collateral Agent shall be required to execute such release only if the Borrower shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written certificate of a Responsible Officer of the Borrower with request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating Guarantor and certifying that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be automatically released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then, then the Liens on the Collateral in favor of the Administrative Agent shall be automatically released, and the Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, 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 to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten five (105) Business Days Days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there the Borrower Credit Obligations (for the avoidance of doubt, including any obligations owing pursuant to this Agreement) shall have been unconditionally paid in full (other than contingent obligations in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Borrower Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), in immediately available funds, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized or backstopped in a Discharge of manner reasonably acceptable to the Secured Obligationsrelevant Issuing Lender and the Administrative Agent), the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Agent, at least ten (10) 10 Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Loan Documents and that the Proceeds of such Disposition disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written No consent of any Qualified Counterparty or Foreign Currency L/C Issuing Lender, in its capacity as such, shall be required for any action under this Agreement, the Collateral AgentCredit Agreement or the other Loan Documents, subject to such Grantor’s rights under other than as explicitly set forth in Section 9-509(d)(2) 9.1 of the UCCCredit Agreement.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then, then the Liens on such Collateral created hereunder shall be deemed automatically terminated and the Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Leveraged Lease Obligations shall have been a Discharge of the Secured Obligationspaid in full, the Collateral shall automatically be 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 the Pledgor hereunder 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 GrantorsPledgor. At the written request and sole expense of any Grantor the Pledgor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor the Pledgor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor the Pledgor in a transaction permitted by the Participation Agreement (and the Indenture, thenif any Securities have been issued), then the Collateral Agent, at the written request and reasonable and sole expense of such Grantorthe Pledgor, shall execute and deliver to such Grantor the Pledgor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided Collateral. At the request and reasonable and sole expense of the Pledgor , the Pledgor shall be released from its obligations hereunder in the event that all the Grantor Capital Stock of the Pledgor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Participation Agreement; PROVIDED that Pledgor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying and the relevant Grantor terms of the sale or other disposition in reasonable detail, including the price thereof and Collateral to be releasedany expenses in connection therewith, together with a certification by the Issuer Pledgor stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithOperative Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the Indenture, thenCredit Agreement, the Liens on such Collateral shall be released, and the Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release or evidence of release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of On the Secured ObligationsTermination Date, the Collateral shall automatically be 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 the Collateral shall automatically revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Collateral Agent) and take such further actions as such Grantor shall may reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed is sold, transferred or otherwise disposed of by any Grantor (other than to another Grantor) in a transaction permitted by the IndentureCredit Agreement, thenthen the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such Grantor further actions for the release of the Liens created hereby on such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the Collateral Agent shall be required to execute such release only if the Borrower and applicable Grantor shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written certificate of a Responsible Officer with request for release identifying the relevant Grantor Collateral and Collateral to be released, together with a certification by the Issuer stating certifying that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement and the Collateral Agent, at the request and sole expense of such the Borrower, shall promptly execute and deliver to such Borrower all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such further actions for the release of such Guarantor; provided that the Issuer Collateral Agent shall be required to execute such release only if the Borrower shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written certificate of a Responsible Officer of the Borrower with request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating Guarantor and certifying that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. Lessee shall use its best efforts to not cause or permit to occur at any time during the Term or any holdover period any Release of a Hazardous Material in violation of any Environmental Laws or that would require remediation, expose Lessor to any liability, or expose the Property to any restriction on use or occupancy under any Environmental Laws. Lessee shall remove or cause to be removed, at no cost to Lessor as between Lessor and Lessee, from the Premises any Hazardous Materials existing on, under, or (aif caused by Lessee, the Operator, any Food and Beverage Operator, any Hotel Employee, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company) At about the Premises, to the extent such removal is required by any governmental agency with jurisdiction over the Premises or pursuant to any Environmental Laws, and Lessee shall commence and complete such removal with all diligence and within such period of time as there has been a Discharge shall be required by such governmental agency or under any Environmental Laws. In addition, Lessee shall comply with any additional reasonable requirements of Lessor that are reasonably necessary to protect the value of the Secured ObligationsPremises or the Improvements, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered costs of such compliance shall, to the Collateral Agentextent of any expenditures that are attributable solely to Lessor’s additional requirements which are beyond what would otherwise be required by Environmental Laws, be funded as Designated Alterations pursuant to Section 11.2 of this Lease. Without limiting the foregoing, Lessor and Lessee acknowledge that asbestos containing materials are currently located within portions of the Hotel which Lessee will be required to remove and remediate. In connection therewith, Lessee has prepared, and Lessor has approved, the O&M Plan (“Approved O&M Plan”) attached hereto as Exhibit G, which outlines procedures for the containment, maintenance and ultimate removal of such asbestos containing materials. Lessee shall, at least ten (10) Business Days prior to all times, substantially comply with the date provisions of the proposed releaseApproved O&M Plan and, a written request for release identifying periodically as reasonably necessary, update the relevant Grantor and Collateral to be released, together Approved O&M Plan with a certification by the Issuer stating that such transaction is in compliance response plan complying with the Indenture and the other Note Documents and that the Proceeds provisions of such Disposition will be applied in accordance therewithSection 12.3(c) below. At the request and sole expense of the IssuerAdditionally, a Subsidiary Grantor shall be released from its obligations hereunder in the event that there are located on the Premises any underground or above-ground storage tanks or facilities in which any Hazardous Materials are kept, Lessee shall obtain and maintain, and substantially comply with all requirements and conditions of, all governmental permits and approvals required under Applicable Laws for the Equity Interests use or maintenance of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agenttanks or facilities and, at least ten (10) Business Days on or prior to the date Surrender Date, Lessee shall, at the request of Lessor and at Lessee’s sole cost and expense, remove all such tanks and facilities from the Premises in accordance with removal procedures prescribed or authorized by Environmental Laws and remediate and remove all contamination or other spillage or leakage that may have emanated from or been released from such tanks or facilities at any time prior to the Surrender Date in accordance with all Environmental Laws. Lessee shall promptly undertake, in accordance with the provisions set forth in Section 12.3 below, all remedial measures reasonably required by Lessor or required by any governmental agency with jurisdiction over the Premises or pursuant to any Environmental Laws to investigate, monitor, clean up, xxxxx or otherwise respond to any Release of a Hazardous Material on, under or about the Premises or in connection with the operation of the proposed releaseHotel, a written request for release identifying regardless of the relevant Subsidiary Grantorsource or cause of origination, together with a certification by the Issuer stating that such transaction is at no cost to Lessor and in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithall applicable Environmental Laws. Nothing herein shall preclude or prevent Lessee from pursuing any remedy, recourse, claim or liability against any third party for any remedial measures undertaken pursuant to this Section 12. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been Each Collateral Agent, for itself and on behalf of each Senior Secured Party with respect to its Series of Senior Obligations, agrees that, in the event of a Discharge sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the Secured Obligationsequity interests of any subsidiary of the Borrower) other than a release granted upon or following a Discharge, the Liens granted to the Collateral Agents and Senior Secured Parties upon such Shared Collateral to secure each Series of Senior Obligations shall terminate and be released from released, automatically and without any further action, concurrently with the termination and release of all Liens created herebygranted upon such Shared Collateral to secure the Controlling Senior Obligations; provided that, and this Agreement and all obligations in the case of any such sale, transfer or other disposition of Shared Collateral (other than any sale, transfer or other disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral in accordance with this Agreement), the Liens granted to secure the Senior Obligations of any Series shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any extant Senior Credit Document relating thereto having restrictions on such sale, transfer or other disposition not more restrictive than those expressly stated set forth in the Initial Credit Agreement). Upon delivery to survive such termination) a Collateral Agent of a certificate of an authorized officer of the Collateral Agent and applicable Grantor (which each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights hereby agrees to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following deliver) stating that any such termination and receipt release of an Officer’s Certificate Liens securing the Controlling Senior Obligations has become effective (or shall become effective concurrently with such termination and Opinion release of Counsel as required the Liens securing each other Series of Senior Obligations) and any necessary or proper instruments of termination or release prepared by the IndentureBorrower or any other Grantor, the each such Collateral Agent shall will promptly execute, deliver to or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request instruments to evidence such terminationtermination and release of the Liens. Nothing in this Section 2.04(a) will be deemed to affect any agreement of a Collateral Agent, for itself and on behalf of the Senior Secured Parties under its Series of Senior Obligations, to release the Liens on any collateral as set forth in the relevant Senior Credit Documents. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Each Collateral Agent, at for itself and on behalf of each Senior Secured Party under its Series of Senior Obligations, hereby irrevocably constitutes and appoints the written request Designated Collateral Agent and sole expense of such Grantor, shall execute and deliver to such Grantor all releases any officer or other documents reasonably requested by such Grantor for the release agent of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Designated Collateral Agent, at least ten (10) Business Days prior to with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the date of the proposed release, a written request for release identifying the relevant Grantor place and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds stead of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder Collateral Agent or such Senior Secured Party or in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Designated Collateral Agent’s own name, at least ten (10) Business Days prior from time to time in the date Designated Collateral Agent’s discretion, for the purpose of carrying out the proposed terms of Section 2.04(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 2.04(a), including any termination statements, endorsements or other instruments of transfer or release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Notwithstanding anything to the contrary in any Senior Credit Document, in the event the terms of the Senior Credit Document for at least two Series of Senior Obligations each require any Grantor acknowledges that it (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is not authorized to file any financing statement located or amendment waivers or termination statement subordination of rights with respect to any financing statement originally filed item of Shared Collateral in connection herewith without favor of, in any case, both (x) the prior written consent Designated Senior Representative or the Designated Senior Collateral Agent and (y) any other Senior Representative, Senior Collateral Agent or Senior Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under such Senior Credit Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of After the Secured ObligationsTermination Date, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor Grantor, without any representation or warranty by the Collateral Agent, all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests or all the assets of such Subsidiary Grantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided that provided, that, the Issuer Borrower shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGrantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Subject to Section 11.9 of the Credit Agreement, at such time as there has been a Discharge of the Secured ObligationsObligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) shall have been paid in full in cash and the Revolving Credit Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 11.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, thenthen such Collateral shall be released from the Liens created thereby, the Collateral without delivery of any instrucment or performance of any act by any party. The Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary of the Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the date of the proposed release, a written request for release notification thereof identifying the relevant Grantor and Collateral to be releaseda description of the sale or other disposition in reasonable detail, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.60010211_5

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Obligations shall have been a Discharge paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Secured ObligationsCommitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Indenture, thenCredit Agreement, the Liens created hereby shall automatically terminate and be released with respect to such Collateral, without the delivery of any instrument or performance of any act by any Person being necessary to give effect thereto. Upon the consummation of any such sale, transfer or other disposal of Collateral, the Administrative Agent shall deliver to the Grantors all such Collateral Agentheld by the Administrative Agent hereunder and, at the written reasonable request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested desirable to evidence such termination or release. Any Lien (as defined in the Existing Guarantee and Collateral Agreement) created in favor of any secured party under the Existing Guarantee and Collateral Agreement against any Collateral that was sold, transferred or otherwise disposed of, or purportedly sold, transferred or otherwise disposed of, by such any Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date hereof in a transaction permitted under the Existing Credit Agreement, is hereby terminated and released with respect such Collateral effective as of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds date of such Disposition will be applied in accordance therewithsale, transfer or other disposition or purported sale, transfer or other disposition. At the request and sole expense of the IssuerCompany, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Issuer Company shall have delivered to the Collateral Administrative Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Pursuant to Section 10.15 of the Credit Agreement or at such time as there has the Secured Obligations (other than Additional Obligations, Hedge Agreement Obligations, Cash Management Obligations and contingent or indemnification obligations not then due) shall have been a Discharge paid in full, the Commitments shall have been terminated and no Letter of Credit (that is not Cash Collateralized or back-stopped to the reasonable satisfaction of the Secured ObligationsIssuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, 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 the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Pursuant to Section 10.15 of the Credit Agreement or if any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement (including by way of merger and including any assets transferred to a Subsidiary that is not a Loan Party, thenin each case, in a transaction permitted by the Credit Agreement), then the Lien granted under this Agreement on such Collateral shall be automatically released, and the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided Collateral, including, for the avoidance of doubt, notices of termination of the assignment and other related documents with respect to any Property for which an assignment has been made pursuant to any of the Loan Documents which is being sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement. A Guarantor shall be automatically released from its obligations hereunder (i) in the event that all the Grantor Capital Stock of such Guarantor shall have delivered be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, (ii) upon the designation of such Guarantor as an Unrestricted Subsidiary as permitted under the Credit Agreement or (iii) upon such Guarantor becoming an Excluded Subsidiary or ceasing to be a Subsidiary, in each case in accordance with the terms of the Credit Agreement, and the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable to evidence the release of such obligations. All releases or other documents delivered by the Collateral Agent pursuant to this Section 8.15(b) shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to without recourse to, or warranty by, the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed Liens on Collateral created hereunder shall be released and obligations of Guarantors and Grantors hereunder shall terminate as set forth in connection herewith without the prior written consent Section 10.15 of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCCCredit Agreement.

Releases. (a) At such time as there has been a Discharge This Agreement and the security interest of the Secured Obligations, Parties on the Collateral provided hereunder shall be released from terminate when all the Liens created hereby, and this Agreement and all obligations Obligations (other than those expressly stated contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to survive such terminationwhich no claim has been made) of have been paid in full and the Collateral Agent and each Grantor hereunder shall terminateLenders have no further commitment to lend, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, at which time the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents as such Grantor which the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 9.23(a) shall be without recourse to or warranty by the Collateral Agent. (b) If any of the Collateral A Guarantor shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall automatically be released from its obligations hereunder and the security interest of the Secured Parties in the Collateral of such Guarantor shall be automatically released in the event that all the Equity Interests of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by accordance with the Indentureterms of the Credit Agreement; provided that the Issuer Required Lenders (or, if required by the terms of the Credit Agreement, such greater percentage of the Lenders specified in the Credit Agreement) shall have delivered consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. The security interest of the Secured Parties in any Collateral that is sold, transferred or otherwise disposed of in accordance with this Agreement, the Credit Agreement and the other Loan Documents (including pursuant to a waiver or amendment of the terms thereof) shall automatically terminate and be released, and such Collateral shall be sold free and clear of the security interest created hereby. In connection with any of the foregoing, the Collateral Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents (including any such documents as may be reasonably necessary in connection with the entry into by any Grantor of a Specified Vendor Receivables Financing) that the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 9.23(b) shall be without recourse to or warranty by the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge The Agent shall, at the written request of the Secured ObligationsBorrower Agent and sole expense of the Loan Parties, release the following: (i) Any Collateral sold, transferred or otherwise disposed of in a Disposition permitted by this Agreement and the other Loan Documents (including pursuant to a waiver or consent), and Agent shall, within a reasonable period of time, execute and deliver to the Borrower Agent or the relevant Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral; (ii) A Borrower (other than the Company and CCP) from its Obligations if all of the Equity Interests of such Borrower are sold, transferred or otherwise disposed of in a Disposition permitted by this Agreement and the other Loan Documents (including pursuant to a waiver or consent); provided that the Borrower Agent shall have delivered to the Agent a written request at least ten (10) Business Days prior to the date for release, identifying the relevant Borrower and the terms of the sale or other disposition in reasonable detail, including the price thereof and any material expenses in connection therewith, together with a certification by the Borrower Agent stating that such transaction is in compliance with this Agreement and the other Loan Documents; and (iii) Any Collateral which the Agent or any Lender is required to release pursuant to the Intercreditor Agreement. (b) Upon Payment in Full on the Termination Date, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithBorrowers. At the request and sole expense of the IssuerBorrower Agent following Payment in Full, a Subsidiary Grantor the Agent shall be released from its obligations hereunder in deliver to the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted Borrower Agent any Collateral held by the Indenture; provided that the Issuer shall have delivered Agent hereunder, and execute and deliver to the Collateral Agent, at least ten (10) Business Days prior Borrower Agent such documents as the Borrower Agent shall reasonably request in writing to the date evidence such termination and release of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLiens created hereby. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of Obligations, this First Supplemental Intellectual Property Security Agreement and the security interests granted hereby shall automatically terminate and be released, without the requirement for any further action by any Person, and the Administrative Agent shall promptly (and the Secured Obligations, Parties hereby authorize the Collateral shall Administrative Agent to) take such action and execute any such documents as may be 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 terminate, all without delivery of any instrument or performance of any act reasonably requested by any party, Grantor and all rights at such Grantor’s expense to the Collateral shall revert to the Grantors. At the written request further document and sole expense of any Grantor following any evidence such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationrelease. (b) If any of In the Collateral shall be Disposed of by event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of assets of such Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder in a transaction permitted by under the Indenture, thenCredit Agreement, the Collateral Agent, at the written request and sole expense security interests created hereunder in respect of such Grantorassets shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent to) take such action and execute and deliver to any such Grantor all releases or other documents as may be reasonably requested by such Grantor for the and at such Grantor’s expense to further document and evidence such termination and release of security interests hereunder in respect of such assets, and, in the Liens created hereby on case of a transaction permitted under the Credit Agreement the result of which is that a Grantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, all security interests granted hereunder by such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor automatically terminate and Collateral to be released, together with a certification without the requirement for any further action by the Issuer stating that such transaction is in compliance with the Indenture any Person and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor Administrative Agent shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten promptly (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents Secured Parties hereby authorize the Administrative Agent to) take such action and that the Proceeds of execute any such Disposition will documents as may be applied in accordance therewith. (c) Each reasonably requested by such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to and at such Grantor’s rights under Section 9-509(d)(2) expense to further document and evidence such termination and release of the UCCsuch security interests.

Releases. (a) At such time as there has been a Discharge Notwithstanding anything to the contrary contained in the Credit Agreement, herein or in any other Loan Document, upon request of the Secured ObligationsBorrower in connection with any Disposition of Property permitted by the Loan Documents or upon the occurrence of any other circumstance referred to in Section 10.15 of the Credit Agreement, the Collateral Administrative Agent shall (without notice to or vote or consent of any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or any other Secured Party) take such actions as shall be released from required to release the Liens created herebySecurity Interest in any Collateral being Disposed of in such Disposition, and this Agreement and all to release any guarantee obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance Person being Disposed of any act by any partyin such Disposition, and all rights to the Collateral shall revert extent necessary to permit consummation of such Disposition in accordance with the GrantorsLoan Documents. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent The Borrower shall deliver to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Collateral being Disposed of in such Grantor any Collateral held by Disposition and the Collateral Agent hereunder, and execute and deliver to terms of such Grantor such documents as such Grantor shall reasonably request to evidence such terminationDisposition. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer Credit Agreement. The Borrower shall have delivered deliver to the Collateral Administrative Agent, at least ten five (105) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the Disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Loan Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the security interests granted hereby shall automatically terminate and be released, without the requirement for any further action by any Person, and the Administrative Agent and Collateral Agent shall promptly (and each Grantor hereunder shall terminate, all without delivery of the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any instrument or performance of any act such documents as may be reasonably requested by any party, Grantor and all rights at such Grantor’s expense to the Collateral shall revert to the Grantors. At the written request further document and sole expense of any Grantor following any evidence such termination and receipt release, and the Guarantee Obligations of an Officer’s Certificate the Guarantors hereunder shall automatically terminate and Opinion of Counsel as required be released, without the requirement for any further action by any Person and the Indenture, the Administrative Agent and Collateral Agent shall deliver to such Grantor any Collateral held by promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent hereunder, to) take such action and execute and deliver to such Grantor any such documents as may be reasonably requested by any Guarantor and at such Grantor shall reasonably request Guarantor’s expense to further document and evidence such terminationtermination and release of the Guarantee Obligations of the Guarantors hereunder. (b) If In the event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Collateral shall be Disposed Capital Stock or assets of by any Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder, or any Capital Stock or asset is or becomes an Excluded Asset, in each case in a transaction permitted by under the Indenture, thenCredit Agreement, the Collateral Agent, at the written request and sole expense security interests created hereunder in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of security interests hereunder in respect of such Capital Stock or assets, and, in the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created hereunder in respect of such Guarantor (and all security interests granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute and deliver to any such Grantor all releases or other documents as may be reasonably requested by such Grantor for the Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the Liens created hereby on such Collateral provided that the security interests and such Guarantor’s Guarantee Obligations hereunder. Any representation, warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or subsidiary of any Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral no longer be deemed to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement made with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agentthereto once such Capital Stock or asset or Subsidiary is so conveyed, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCCsold, leased, assigned, transferred or disposed of.

Releases. (a) At such time as there has the Term Loan and the other Obligations shall have been a Discharge of paid in full, the Secured Obligations, Commitments have been terminated and the Collateral shall be 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 Lender and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent Lender shall deliver to such Grantor any Collateral held by the Collateral Agent Lender hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral AgentLender, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; PROVIDED that the Grantor Borrower shall have delivered to the Collateral AgentLender, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of the Secured ObligationsLoans, the Collateral Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be released from outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the Liens created herebyapplicable Issuing Lender), and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor Guarantor hereunder 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 Grantors. At the written request and sole expense of any Grantor Guarantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor Guarantor such documents as such Grantor Guarantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerCompany, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement (provided that, if the other party to such transaction is the Company or a Subsidiary of the Company, the effect of such transaction is to cause such Subsidiary to become an Excluded Subsidiary), including any releases requested in connection with any such transaction pursuant to Section 7.5(z) of the Credit Agreement in connection with the Spin-Off, or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Issuer Company shall have delivered to the Collateral Administrative Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges This Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the occurrence and during the continuation of a Suspension Period Event; provided that it is not authorized to file this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any financing statement instrument or amendment or termination statement with respect to performance of any financing statement originally filed in connection herewith without act by any party, at any time that the prior written consent requirements of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCCa Suspension Period Event are no longer satisfied.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Obligations shall have been a Discharge paid in full, the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerCompany, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided PROVIDED that the Issuer Company shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Obligations (other than contingent indemnification and expense reimbursement obligations not then due) shall have been a Discharge of paid in full and the Secured ObligationsCommitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. In the event that all the capital stock of any Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent promptly shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there the payment in full in cash and performance of all Liabilities (other than contingent indemnification obligations to the extent no claim giving rise thereto has been a Discharge of the Secured Obligationsasserted), the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor Grantors any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor the Grantors such documents as such Grantor Grantors shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, the Collateral then Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of Borrowers, a Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower Representative shall have delivered to the Collateral Agent, at least ten (10) Business Days with reasonable notice prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower Representative stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithFinancing Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there (i) Guarantor has been delivered to the Collateral Agent a Discharge written request to do so and Guarantor or a designee shall have purchased all of the Loans and all Liabilities owed to the Lenders (excluding Guarantor or its designee) have been paid in full in cash and the "Obligations" (as defined in the May 2000 Credit Agreement) have been paid in full in cash and the commitments under the May 2000 Credit Agreement have been terminated or (ii) the Grantor Obligations and any fees and other amounts owed to the Collateral Agent shall have been paid in full in cash (so long as at such time (A) the payment of any of the other Secured ObligationsObligations has not been accelerated and (B) a payment default in respect of the principal or interest of such Secured Obligations shall not have occurred and be continuing are not due and payable), and (1) the Administrative Agent on behalf of the Lenders and (2) the May 2000 Administrative Agent on behalf of the May 2000 Lenders, in each case has so instructed the Collateral Agent in writing, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Agent shall release the Collateral upon directions from the Administrative Agent and the May 2000 Administrative Agent as provided in Section 6.9 of the Collateral Sharing Agreement. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents and the Loan Documents (as defined in the May 2000 Credit Agreement), then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. (c) Each The Collateral Agent will, at any time, upon the written instruction of the Administrative Agent and the May 2000 Administrative Agent, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Collateral specified by the Administrative Agents in such instruction. (d) By acceptance of the benefits hereof, each Secured Party acknowledges and consents to the provisions of this Section 7.13, agrees that it is not authorized to file any financing statement or amendment or termination statement with respect the Collateral Agent shall incur no liability whatsoever to any financing statement originally filed in connection herewith without the prior written consent of Secured Party for any release effected by the Collateral AgentAgent in accordance with this Section 7.13 and agrees that the Administrative Agent and the May 2000 Administrative Agent shall incur no liability whatsoever to any Secured Party for any release directed or consented to by it, subject other than as otherwise expressly agreed to such Grantor’s rights under Section 9-509(d)(2) of the UCCin writing.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and all other Secured Obligations (other than Unasserted Contingent Obligations and obligations (other than Unasserted Contingent Obligations) under or in respect of Hedge Agreements or Cash Management Agreements) have been a Discharge paid in full (including, with respect to any Letters of Credit, either the deposit of cash collateral in an amount equal to 105% of the Secured Obligationsoutstanding L/C Obligations or the delivery of a “backstop” Letter of Credit reasonably satisfactory to the applicable Issuing Lender in its sole discretion) and all Commitments to extend credit under the Loan Documents have terminated, the Collateral shall be 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 terminate, all without delivery of any instrument or performance of any act by any party, and all rights in and to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Collateral Agent and such Grantor) as such Grantor shall may reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed is sold, transferred or otherwise disposed of by any Grantor in a transaction permitted not prohibited by the IndentureCredit Agreement or by the Authorized Collateral Agent in accordance with any Applicable Intercreditor Agreement then in effect, thenthen the Lien created pursuant to this Agreement in such Collateral shall be released, without delivery of any instrument or performance of any act by any party, and the Collateral Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable and in form reasonably satisfactory to the Collateral Agent for the release of the Liens created hereby on such Collateral provided (not including Proceeds thereof) from the security interests created hereby; provided, that the Grantor no such release shall have delivered occur if such Collateral would continue to the Collateral Agentsecure any Permitted Pari Passu Indebtedness, at least ten Incremental Equivalent Debt, Replacement Facility or Junior Financing. (10c) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement or if such Subsidiary Guarantor is designated an Unrestricted Subsidiary by the Borrower in accordance with the terms of the Credit Agreement, without delivery of any instrument or performance of any act by any party; provided that the Issuer Borrower shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for notice of release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and Loan Documents; provided, further, that the Proceeds no such release shall occur if such Subsidiary Guarantor would continue to be a guarantor in respect of such Disposition will be applied in accordance therewithany Permitted Pari Passu Indebtedness, Incremental Equivalent Debt, Replacement Facility or Junior Financing. (cd) Each Grantor acknowledges that it is not authorized Notwithstanding anything to file the contrary herein or in any financing statement or amendment or termination statement with respect other Loan Document, in no event shall any Loan Party be required to perfect any financing statement originally filed in connection herewith without the prior written consent pledge under laws other than of the Collateral AgentUnited States or any state thereof and, subject to such Grantor’s rights the extent that a guarantee by a Subsidiary Guarantor or pledge of any Pledged Equity Interests would result in a deemed dividend inclusion under Section 9-509(d)(2) 956 of the UCCCode, (i) such guarantee or (ii) such portion of such pledge that is necessary to avoid such deemed dividend inclusion, in each case, shall be deemed to be void ab initio and rendered ineffective for all purposes of this Agreement and such other Loan Document.

Releases. (a) At such time as there the Obligations shall have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been a Discharge of asserted), as evidenced by the Secured ObligationsCollateral Agent’s written confirmation, and the Loan Agreement shall have terminated in accordance with its terms, (i) the Collateral shall automatically be 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 Agent, the Lenders 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 Collateral shall revert to the Grantors, (ii) the Grantors are hereby authorized to file UCC termination statements in such jurisdictions as Grantors determine to terminate any and all UCC financing statements naming any Grantor as debtor filed by or on behalf of Collateral Agent or any Lender and (iii) the Grantors are hereby authorized to file termination statements in respect of any security agreement with respect to registered Patents, Trademarks and/or Copyrights has been filed with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be. At the written request and sole expense of any the Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall promptly deliver to such any Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such termination statements, releases and other documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all termination statements, releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. In the event that all the Equity Interests of any Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreement, then, at the request of the Borrowers and at the expense of such Grantor, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrowers shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period as may be agreed by the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrowers stating that such transaction is in compliance with the Indenture Loan Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor to a Person that is not a Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then(i) such Collateral shall be automatically released from the Liens created hereby on such Collateral, and (ii) then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there the Loans, the amounts owed to the Issuing Bank in respect of Letters of Credit and the other Obligations shall have been paid in full, the Commitments have been terminated and either no Letters of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized in a Discharge of manner acceptable to the Secured ObligationsIssuing Bank, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor to a Person that is not a Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement or such Guarantor becomes an Excluded Subsidiary; provided that the Issuer Borrower shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed releaserelease (or such shorter period of time as to which the Collateral Agent may consent), a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Secured Obligations shall have been a Discharge irrevocably Paid in Full, the Commitments terminated, and the Credit Agreement terminated and not replaced by any other credit facility with Administrative Agent, the Grantors shall have the right to terminate this Agreement. Upon written request of Pledgor and at the expense of the Secured ObligationsGrantors, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents Pledgor all deeds, assignments, and other instruments as such Grantor shall reasonably request may be necessary or proper to evidence such terminationrelease Lender’s security interest in and assignment of the Collateral and to re-vest in Pledgor full title to the Collateral, subject to any disposition thereof that may have been made by Administrative Agent. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, the Collateral then Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of Borrower (so long as no Default or Event of Default shall exist), a Guarantor shall be released from its obligations hereunder in the event that all the equity interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days with reasonable notice prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Subject to Section 11.9 of the Credit Agreement, at such time as there has been a Discharge of the Secured ObligationsObligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 11.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary of the Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releaseda description of the sale or other disposition in reasonable detail, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of the Secured ObligationsLoans and the other Obligations (other than contingent indemnification obligations) are paid in full and the Liabilities are terminated, the Collateral shall will be 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 will terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall will revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall Lender will deliver to such Grantor any Collateral held by the Collateral Agent Lender hereunder, and execute and deliver to such Grantor such documents as such Grantor shall may reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureBridge Loan Agreement, then, then the Collateral AgentLender, at the written request and sole expense of such Grantor, shall will execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor shall will be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureBridge Loan Agreement; provided that the Issuer Borrower shall have delivered to the Collateral AgentLender, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the terms of the sale or other Note Documents disposition in reasonable detail, including the price thereof and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed expenses in connection herewith without the prior written consent of the Collateral Agenttherewith, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.together

Releases. (a) At such time as there has been a Discharge Upon termination of the Commitments and payment in full of all Obligations (in each case, other than (x) obligations under Secured ObligationsHedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and indemnification obligations, in each case not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, the Collateral shall be released automatically 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor (other than any such sale, transfer or disposition to a Grantor) in a transaction permitted by the IndentureCredit Agreement or the Liens of the Collateral Agent are released in any of the Collateral pursuant to Section 9.02 of the Credit Agreement, then, in each such case, (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Collateral Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by necessary or desirable to evidence such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerCompany, a Subsidiary any other Grantor shall be released automatically from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall ceases to be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered Guarantor pursuant to the Collateral Agent, at least ten (10) Business Days prior to the date terms of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCredit Agreement. (c) Each A Grantor acknowledges that it is not authorized shall automatically be released from its obligations hereunder, and all Liens created by the Loan Documents in Collateral owned by such Grantor shall be automatically released, upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to file any financing statement or amendment or termination statement with respect to any financing statement originally filed be a Guarantor (as defined in connection herewith without the prior written consent Credit Agreement). (d) Additionally, upon request of the Company, the Collateral AgentAgent shall, subject at the Company’s expense, take such actions as may reasonably be requested to such Grantor’s rights under Section 9-509(d)(2) confirm that the Collateral does not include any assets of the UCCGrantors constituting Excluded Assets.

Releases. (a) At Subject to Section 11.9 of the Credit Agreement, at such time as there has been a Discharge of the Secured ObligationsObligations (other than (1) contingent indemnification obligations, (2) Secured Cash Management Obligations or Secured Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made) shall have been paid in full in cash and the Commitments have been terminated, 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 Administrative 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 Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 11.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, thenthen such Collateral shall be released from the Liens created thereby, the Collateral without delivery of any instrument or performance of any act by any party. The Administrative Agent, at the written request and sole expense of such Grantor, shall shall, within a commercially reasonable period of time, execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary of the Borrower shall have delivered to be sold, transferred or otherwise disposed of in a transaction permitted by the Collateral AgentCredit Agreement, then, at least ten (10) Business Days prior to the date request of the proposed release, a written request for release identifying Borrower and at the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerGrantors, a Subsidiary such Grantor shall be released from its obligations hereunder in and, at the event that all reasonable request of the Equity Interests Borrower and at the expense of such Subsidiary Grantor shall be Disposed the Grantors, the Administrative Agent shall, within a commercially reasonable period of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered time, execute and deliver to the Collateral Agent, at least ten (10) Business Days prior Borrower any releases or other documents reasonably necessary or desirable to the date of the proposed evidence such release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of Obligations (including, without limitation, the Secured European Guaranty Obligations), the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7.5 of the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrowers, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7.5 of the Credit Agreement; provided that the Grantor Borrowers shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrowers stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans and the other Second Lien Obligations under the Loan Documents (other than First Lien Obligations under or in respect of Specified Hedge Agreements or Specified Cash Management Agreements and unasserted contingent indemnification obligations) shall have been a Discharge of paid in full and the Secured ObligationsTerm Loan Commitments under the Facility shall have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunderhereunder (subject however, to the obligations of the Administrative Agent under the Intercreditor Agreement), and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureSecond Lien Credit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureSecond Lien Credit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Administrative Agent and the Administrative Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Second Lien Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Obligations (other than any unasserted contingent indemnification obligations, and Obligations in respect of Specified Swap Agreements and Specified Cash Management Agreements) shall have been a Discharge paid in full, the Commitments have been terminated and the Letters of the Secured ObligationsCredit shall have terminated, expired or been Collateralized, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative 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 Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, thenthen the Liens created hereby on such Collateral shall be released automatically upon consummation of such disposition, and the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, Administrative Agent a written request for release identifying the relevant Subsidiary GrantorGuarantor, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Obligations shall have been a Discharge paid in full, the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed of sold, transferred or otherwise disposed of, or such Subsidiary Guarantor shall be liquidated or dissolved, in each case in a transaction permitted by the Indenture; Credit Agreement, provided that the Issuer Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of On the Secured ObligationsTermination Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such terminationtermination and the guarantee in Section 2 with respect to such surviving obligations) of the Collateral Agent and each Grantor hereunder parties hereto 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 GrantorsPledgors. At the written request and sole expense of any Grantor Pledgor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor Pledgor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor Pledgor in a transaction permitted by the IndentureSecurities Purchase Agreement, then, then the Collateral Agent, at the written request and sole expense of such GrantorPledgor, shall execute and deliver to such Grantor Pledgor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Company, a Pledgor which is a Subsidiary of the Company shall be released from its obligations hereunder in the event that all the Capital Stock of such Pledgor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Securities Purchase Agreement; provided that the Grantor Company shall have delivered to the Collateral Agent, at least ten (10) Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor Pledgor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture Securities Purchase Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithTransaction Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there the Loans, the amounts owed to any Issuing Bank in respect of Letter of Credit and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations, Obligations in respect of Secured Hedge Agreements and Cash Management Obligations) shall have been paid in full, the Commitments have been terminated and either no Letters of Credit shall be outstanding or each outstanding Letter of Credit has been a Discharge cash collateralized so that it is fully secured to the reasonable satisfaction of the Secured ObligationsIssuing Bank, the Collateral shall be released automatically from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor (other than any such sale, transfer or disposition to a Grantor) in a transaction permitted by the IndentureCredit Agreement or the Liens of the Administrative Agent are released in all of the Collateral pursuant to clause (i) of Article VIII of the Credit Agreement, then, in each such case, (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by necessary or desirable to evidence such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerCompany, a Subsidiary any other Grantor shall be released automatically from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed sold, transferred or otherwise disposed of (other than any such sale, transfer or disposition to a Grantor) in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCredit Agreement. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Notes and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been a Discharge of the Secured Obligationspaid in full, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, if a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture shall have occurred in accordance with the terms of the Indenture, the security interests in all of the Collateral that secure the Notes shall be automatically released, and the terms of the immediately preceding sentence shall apply as if all of the Obligations had been paid (other than contingent indemnification obligations not yet due and payable) in full in cash. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureIndenture Documents, then, then (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral. In addition, at the request and at the sole expense of the Grantors, the Collateral Agent agrees to (x) provide to each Grantor a power of attorney to execute any document reasonably required to permit any sale permitted by the Indenture Documents of any asset, the perfection of which is governed by a certificate-of-title statute, free of the Liens created by the Collateral Agreements and (y) with respect to any jurisdiction in which releases executed pursuant to such power of attorney are insufficient to release such Liens, (1) execute in blank any document reasonably required to permit any sale permitted by the Indenture Documents of any asset, the perfection of which is governed by a certificate-of-title statute, free of the Liens created by the Collateral Agreements and (2) authorize such Grantor to fill in the relevant information to release such Lien. At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Indenture Documents; provided that the Grantor Parent shall have delivered to the Collateral Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Parent stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithDocuments. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of the Secured ObligationsObligations to Secured Creditor under the Promissory Note have been Paid in Full, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all guarantees and obligations (other than those expressly stated to survive such termination) of the Collateral Agent Secured Creditor and each Grantor hereunder 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 Grantors. A Subsidiary shall automatically be released from its obligations under this Agreement and the security interest in the Collateral of such Subsidiary shall be automatically released upon the consummation of any transaction permitted by the Promissory Note as a result of which such Subsidiary ceases to be a Subsidiary of the Borrower or ceases to be a Guarantor. At the written request and sole expense (to the extent reasonable, documented and out-of-pocket) of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent Secured Creditor shall promptly deliver to such Grantor the Grantors any Collateral held by the Collateral Agent Secured Creditor hereunder, and execute and deliver to such Grantor the Grantors such documents (including authorization to file UCC termination statements) as such Grantor the Grantors shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndenturePromissory Note or if such Collateral otherwise becomes Excluded Property, then, the Collateral Agentthen Secured Creditor, at the written request and sole expense (to the extent reasonable, documented and out-of-pocket) of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense (to the extent reasonable, documented and out-of-pocket) of the IssuerBorrower, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests equity interests of such Subsidiary Grantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the Indenture; provided that Deerfield Facility. Notwithstanding the Issuer shall have delivered foregoing, the Secured Creditor agrees: (i) to the Collateral Agent, at least ten (10) Business Days prior subordinate any Lien granted to the date or held by Secured Creditor under any Loan Document on any Inventory consisting of the proposed releaseProduct (as defined in the Deerfield Facility) or raw materials, a written request work in process and materials used for release identifying the relevant Subsidiary manufacture of the Product (as defined in the Deerfield Facility) (other than US Insulin Inventory owned by any Grantor) (collectively, together with a certification by “Product Inventory”), Receivables arising from the Issuer stating that such transaction is sale or licensing of the Product (as defined in compliance the Deerfield Facility) (including, without limitation Receivables representing royalties or other amounts due under licenses of Intellectual Property for the sale of the Product) (collectively, “Product Receivables”) or proceeds thereof, in connection with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. entry by any Grantor into a working capital facility permitted by clause (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2xii) of the UCCdefinition of Permitted Indebtedness (as defined in the Deerfield Facility) and (ii) to enter into subordination, non-disturbance and similar agreements in connection with the licensing of Intellectual Property (other than Intellectual Property that is the subject of the License Agreement) permitted pursuant to the terms of the Promissory Note, the Deerfield Facility or the other Loan Documents (it being agreed that a non-disturbance agreement substantially in the form attached as Annex II shall be acceptable to the Secured Creditor).

Releases. (a) At such time as there has the Loans and the other Secured Obligations shall have been a Discharge of the Secured ObligationsPaid in Full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed disposed of by any Grantor in a transaction expressly permitted by the IndentureLoan Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a any Subsidiary Grantor of Borrower shall be released from its obligations hereunder in the event that all the Equity Interests Stock of such Subsidiary Grantor shall be Disposed disposed of in a transaction expressly permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Agreement. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, Administrative Agent subject to such Grantor’s 's rights under Section 9-509(d)(29–509(d)(2) of the UCC.

Releases. (a) At such time as there all of the Borrower Obligations and all of the Guarantor Obligations shall have been satisfied by indefeasible payment in full in cash (in each case, other than with respect to contingent indemnification obligations to the extent no claim has been a Discharge asserted), and the Commitments shall have been terminated, and no Letters of the Secured ObligationsCredit Obligations shall be outstanding, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Administrative Borrower, 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 by the Credit Agreement; provided that the Grantor Administrative Borrower shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Administrative Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured ISDA Obligations, the Collateral shall be 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 Secured Party and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent Secured Party shall deliver to such Grantor the Grantors any Collateral held by the Collateral Agent Secured Party hereunder, and execute and deliver to such Grantor the Grantors such documents as such Grantor the Grantors shall reasonably request to evidence such terminationtermination and release. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureISDA Documents, then, then the Collateral AgentSecured Party, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerMX Companies, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests equity interests of such Subsidiary Grantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureISDA Documents and the other Related Agreements; provided provided, that the Issuer relevant MX Company shall have delivered to the Collateral AgentSecured Party, at least ten (10) Business Days with reasonable notice prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGrantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer such MX Company stating that such transaction is in compliance with the Indenture ISDA Documents and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithRelated Agreements. (c) Each Grantor acknowledges Promptly following the consummation of a merger that it is does not authorized to file any financing statement constitute a Default or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent Potential Termination Event under Section 5 of the Collateral AgentMaster ISDAs, subject the Secured Party shall deliver to the Grantor surviving any such Grantor’s rights under Section 9-509(d)(2merger, the certificate or certificates (if any) evidencing the Pledged Equity of the UCCnon-surviving Grantor of such merger.

Releases. (a) At Subject to Section 11.9 of the Credit Agreement, at such time as there has been a Discharge of the Secured ObligationsObligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable holders thereof, as the case may be, shall have been made and (3) Letters of Credit that have been Cash Collateralized or other arrangements with respect thereto have been made that are satisfactory to the Issuing Lender) shall have been paid in full in cash and the Commitments have been terminated, 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 Administrative 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 Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 11.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall shall, within a commercially reasonable period of time, execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary shall have delivered to be sold, transferred or otherwise disposed of in a transaction permitted by the Collateral AgentCredit Agreement, then, at least ten (10) Business Days prior to the date request of the proposed release, a written request for release identifying Borrower Representative and at the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerGrantors, a Subsidiary such Grantor shall be released from its obligations hereunder in and, at the event that all reasonable request of the Equity Interests Borrower Representative and at the expense of such Subsidiary Grantor shall be Disposed the Grantors, the Administrative Agent shall, within a commercially reasonable period of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered time, execute and deliver to the Collateral Agent, at least ten (10) Business Days prior Borrower Representative any releases or other documents reasonably necessary or desirable to the date of the proposed evidence such release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge This Agreement and the security interest of the Secured Obligations, Parties in the Collateral provided hereunder shall be released from terminate upon the Liens created hereby, and this Agreement and all obligations Full Payment of the Obligations (other than those expressly stated contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection in each case as to survive such termination) of which no claim has been asserted or is reasonably expected to be asserted), at which time the Collateral Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents as such Grantor which the Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 9.23(a) shall be without recourse to or warranty by the Agent. (b) If any of the Collateral A Guarantor shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall automatically be released from its obligations hereunder and the security interest of the Secured Parties in the Collateral of such Guarantor shall be automatically released in the event that all the Equity Interests of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of to a person that is not an Affiliate of a Borrower in a transaction permitted by accordance with the Indentureterms of the Credit Agreement; provided that the Issuer Required Lenders (or, if required by the terms of the Credit Agreement, such greater percentage of the Lenders specified in the Credit Agreement) shall have delivered consented to such sale, transfer or other disposition (to the Collateral Agent, at least ten (10extent required by the Credit Agreement) Business Days prior to and the date terms of such consent did not provide otherwise. The security interest of the proposed releaseSecured Parties in any Collateral that is sold, a written request for release identifying transferred or otherwise disposed of in accordance with this Agreement, the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Loan Documents (including pursuant to a waiver or amendment of the terms thereof) shall automatically terminate and be released, and such Collateral shall be sold free and clear of the security interest created hereby. In connection with any of the foregoing, the Agent shall execute and deliver to the Grantors or the Grantors’ designee, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents (including any such documents as may be reasonably necessary in connection with the entry into by any Grantor of a Specified Vendor Receivables Financing) that the Proceeds Grantors shall reasonably request from time to time to evidence such termination. Any execution and delivery of such Disposition will termination statements or documents pursuant to this Section 9.23(b) shall be applied in accordance therewithwithout recourse to or warranty by the Agent. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of On the Secured ObligationsTermination Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Capital Stock of any Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrowers and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrowers shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrowers stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement (other than to another Grantor), thensuch Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) five Business Days Days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of Obligations, but subject to Section 10.16(b) of the Secured ObligationsCredit Agreement, the Collateral shall be released from the Liens in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Co-Borrowers, 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 to a Person other than another Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days 30 days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there (i) Conseco has been delivered to the Collateral Agent a Discharge written request to do so and a Grantor or a designee shall have paid or purchased all of the Loans and all Liabilities owed to the Lenders (excluding a Grantor or its designee) have been paid or purchased in full in cash or (ii) the Grantor Obligations and any fees and other amounts owed to the Collateral Agent shall have been paid in full in cash (so long as at such time (A) the payment of any of the other Secured ObligationsObligations has not been accelerated and (B) a payment default in respect of the principal or interest of such Secured Obligations shall not have occurred and be continuing), and the Administrative Agent on behalf of the Lenders has so instructed the Collateral Agent in writing, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Agent shall release the Collateral upon directions from the Administrative Agent as provided in Section 6.9 of the Collateral Sharing Agreement. (b) If any of the Collateral CCM Stock shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Indenturehereby, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. (c) Each The Collateral Agent will, at any time, upon the written instruction of the Administrative Agent, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Collateral specified by the Administrative Agent in such instruction. (d) By acceptance of the benefits hereof, each Secured Party acknowledges and consents to the provisions of this Section 7.12, agrees that it is not authorized to file any financing statement or amendment or termination statement with respect the Collateral Agent shall incur no liability whatsoever to any financing statement originally filed in connection herewith without the prior written consent of Secured Party for any release effected by the Collateral AgentAgent in accordance with this Section 7.12 and agrees that the Administrative Agent shall incur no liability whatsoever to any Secured Party for any release directed or consented to by it, subject other than as otherwise expressly agreed to such Grantor’s rights under Section 9-509(d)(2) of the UCCin writing.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations the Liens granted hereby (other than those expressly stated including any irrevocable licenses granted to survive such termination) of the Collateral Agent granted hereunder) shall automatically terminate and each Grantor hereunder shall terminatebe released, all without delivery of the requirement for any instrument or performance of any act further action by any partyPerson, and all rights to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any promptly (and each Secured Party, by its authorization of the Collateral held by Agent’s entering into this Agreement, hereby authorizes the Collateral Agent hereunder, to) take such actions and execute and deliver to such Grantor any such documents as may be reasonably requested by any Grantor and at such Grantor shall reasonably request Grantor’s expense to further document and evidence such terminationtermination and release, and the Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Agent shall promptly (and each Secured Party, by its authorization of the Collateral Agent’s entering into this Agreement, hereby authorizes the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder. (b) If In the event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Collateral shall be Disposed Capital Stock or assets of by any Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder in a transaction permitted under the Credit Agreement, the Liens created hereunder in respect of such Capital Stock or assets (including any irrevocable licenses granted to the Collateral Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the IndentureCollateral Agent shall promptly (and the Secured Parties, by their authorization of the Collateral Agent’s entering into this Agreement, hereby authorize the Collateral Agent to) take such actions and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of Liens hereunder in respect of such Capital Stock or assets. In the event that any Capital Stock or other asset (including Mortgaged Property) constituting Collateral has become, or is becoming, an Excluded Asset, then, at the request of any Grantor and at such Grantor’s expense, the Collateral Agent agrees to promptly (and the Secured Parties, by their authorization of the Collateral Agent’s entering into this Agreement, hereby authorize the Collateral Agent to) take such action and execute such documents (including Mortgage Release documents) as may be reasonably requested by any Grantor and at such Grantor’s expense to terminate and release (or to further document and evidence the written request termination and sole expense release of) the Liens created hereunder in respect of such Grantorassets. In the case of a transaction permitted under the Credit Agreement the result of which is that a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary (or in case any Restricted Subsidiary otherwise becomes an Excluded Subsidiary or Mid-Holdings elects that any Discretionary Guarantor that would otherwise constitute an Excluded Subsidiary cease to be a Discretionary Guarantor), the Guarantee Obligations created hereunder in respect of such Guarantor (and all Liens granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Collateral Agent shall promptly (and the Secured Parties, by their authorization of the Collateral Agent’s entering into this Agreement, hereby authorize the Collateral Agent to) take such actions and execute and deliver to any such Grantor all releases or other documents as may be reasonably requested by such Grantor for the Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the such Liens created hereby on and such Collateral provided that the Guarantor’s Guarantee Obligations hereunder. Any representation, warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or Subsidiary of any Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral no longer be deemed to be releasedmade with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuersold, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agentleased, at least ten (10) Business Days prior to the date of the proposed releaseassigned, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithtransferred or disposed of. (c) Each Grantor acknowledges that it is not authorized All releases or other documents delivered by the Collateral Agent pursuant to file any financing statement this Section 9.15 shall be without recourse to, or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of warranty by, the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Specified Swap Agreements) shall have been a Discharge paid in full, the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If (i) any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, (ii) a Grantor is released from its obligations hereunder with respect to the Liens or the Collateral granted by such Grantor (including pursuant to the following sentence) or (iii) any assets previously constituting Collateral are or become Excluded Collateral, then the Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder hereunder: (i) in the event that all the Equity Interests Capital Stock or all or substantially all of the assets of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement or (ii) at the request of the Borrower, if such Subsidiary Guarantor is not, at the time of such release, a Material Subsidiary; provided that the Issuer Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction transactionrelease is in compliance with the Indenture Creditthis Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of the Secured ObligationsObligations have been Paid in Full, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all guarantees and obligations (other than those expressly stated to survive such termination) of the Collateral Agent Lenders and each Grantor hereunder 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 Grantors. At the written request and sole expense (to the extent reasonable, documented and out-of-pocket) of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent Lenders shall promptly deliver to such Grantor the Grantors any Collateral held by the Collateral Agent Lenders hereunder, and execute and deliver to such Grantor the Grantors such documents (including authorization to file UCC termination statements) as such Grantor the Grantors shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureFacility Agreement, then, the Collateral Agentthen Lenders, at the written request and sole expense (to the extent reasonable, documented and out-of-pocket) of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense (to the extent reasonable, documented and out-of-pocket) of Borrower, a Grantor shall be released from its obligations hereunder in the event that all the equity interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Facility Agreement; provided that the Grantor Borrower shall have delivered to the Collateral AgentLenders, at least ten (10) Business Days with reasonable notice prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and estimated expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Facility Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of Upon the Secured ObligationsRelease Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder (and all the Liens created hereby on Collateral owned or held by such Guarantor shall then be automatically released) in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or if such Guarantor ceases to be a Restricted Exhibit F-26 Subsidiary; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed releaserelease (or such shorter period as is acceptable to the Administrative Agent), a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Pursuant to Section 10.15 of the Credit Agreement or at such time as there has the Secured Obligations (other than Additional Obligations, Hedge Agreement Obligations, Cash Management Obligations and contingent or indemnification obligations not then due) shall have been a Discharge paid in full, the Commitments shall have been terminated and no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Secured ObligationsIssuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, 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 the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Pursuant to Section 10.15 of the Credit Agreement or if any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement (including by way of merger and including any assets transferred to a Subsidiary that is not a Loan Party, thenin each case, in a transaction permitted by the Credit Agreement), then the Lien granted under this Agreement on such Collateral shall be automatically released, and the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided Collateral, including, for the avoidance of doubt, notices of termination of the assignment and other related documents with respect to any Property for which an assignment has been made pursuant to any of the Loan Documents which is being sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement. A Guarantor shall be automatically released from its obligations hereunder (i) in the event that all the Grantor Capital Stock of such Guarantor shall have delivered be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, (ii) upon the designation of such Guarantor as an Unrestricted Subsidiary as permitted under the Credit Agreement or (iii) upon such Guarantor becoming an Excluded Subsidiary or ceasing to be a Subsidiary, in each case in accordance with the terms of the Credit Agreement, and the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable to evidence the release of such obligations. All releases or other documents delivered by the Collateral Agent pursuant to this Section 8.15(b) shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to without recourse to, or warranty by, the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed Liens on Collateral created hereunder shall be released and obligations of Guarantors and Grantors hereunder shall terminate as set forth in connection herewith without the prior written consent Section 10.15 of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCCCredit Agreement.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Specified Swap Agreements and Specified Cash Management Agreements) shall have been a Discharge paid in full (other than contingent indemnification obligations), the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerParent Borrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that (i) all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement or (ii) such Subsidiary Guarantor becomes an Unrestricted Subsidiary or otherwise ceases to be required to be a Subsidiary Guarantor under the terms of the Credit Agreement; provided that the Issuer Parent Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition or other occurrence in reasonable detail, including in the case of a sale of the Capital Stock of such Subsidiary Guarantor the price thereof and any expenses in connection therewith, together with a certification by the Issuer Parent Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans and the other Obligations (other than Hedge and Financial Service Obligations and Contingent Borrower Obligations) shall have been a Discharge of the Secured ObligationsPaid In Full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral described herein shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, thenthen such Collateral shall automatically be released from the Liens created hereby, all without delivery of any instrument or performance of any act by any party. At the Collateral Agent, at the written reasonable request and sole expense of such Grantor, the Administrative Agent shall execute and deliver to such Grantor all reasonable releases or other documents reasonably requested by necessary or desirable to evidence such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrowers, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of or such Grantor is otherwise no longer required to be a Guarantor pursuant to the Credit Agreement, in each case, in a transaction or other circumstance permitted by the IndentureCredit Agreement; provided that the Issuer Borrowers shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, Administrative Agent a written request for release notice identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition giving rise to such release in reasonable detail, together with a certification by the Issuer Borrowers stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of the Secured Obligations, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then such Collateral shall be automatically released from the Collateral Liens created hereby and the Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed releaseexecution of any release (or such shorter period as the Agent may agree in its reasonable discretion), a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Loan Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor Guarantor shall be Disposed of in a transaction permitted by the IndentureCredit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed releaserelease (or such shorter period as the Agent may agree in its reasonable discretion), a written request for release identifying the relevant Subsidiary GrantorGuarantor, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Loan Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Subject to Section 11.9 of the Credit Agreement, at such time as there has been a Discharge of the Secured ObligationsObligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) shall have been paid in full in cash and the Revolving Credit Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 11.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, thenthen such Collateral shall be released from the Liens created thereby, the Collateral without delivery of any instrucment or performance of any act by any party. The Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Equity Interests of any Grantor that is a Subsidiary of the Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the date of the proposed release, a written request for release notification thereof identifying the relevant Grantor and Collateral to be releaseda description of the sale or other disposition in reasonable detail, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.28 60010211_5 SECTION

Releases. (a) At such time as there has been a Discharge Upon the full payment and satisfaction of all of the Secured Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations Obligations (other than those expressly stated to survive such termination) any contingent indemnity obligation of the Collateral Agent Pledgor which survives the termination of the Note Purchase Agreement and each Grantor hereunder shall terminate, all without delivery for which a demand of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturepayment has not been made), the Collateral Agent shall deliver promptly cause to such Grantor be transferred or returned to the Pledgor all of the Pledged Collateral and any Collateral held money, property and rights received by the Collateral Agent pursuant hereto, to the extent the Collateral Agent has not taken, sold or otherwise realized upon the same as permitted hereunder, together with the related stock powers and all other documents reasonably required by the Pledgor to evidence termination of the pledge contemplated hereby. In the event that upon full payment and satisfaction of all of the Obligations (other than any contingent indemnity obligation of the Pledgor which survives the termination of the Note Purchase Agreement and for which a demand of payment has not been made) and in the event that Collateral Agent cannot locate any or all of the Pledged Collateral, the Collateral Agent agrees to execute and deliver to the Pledged Company lost certificate affidavits with customary indemnification provisions so that new certificates may be issued in place of such Grantor such documents as such Grantor shall reasonably request to evidence such terminationlost Pledged Collateral. (b) If any of the Pledged Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor the Pledgor in a transaction permitted by the IndentureNote Purchase Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantorthe Pledgor, shall execute and deliver to such Grantor the Pledgor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithPledged Collateral. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans and the other Obligations shall have been a Discharge of the Secured Obligationspaid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Pursuant to Section 10.15 of the Credit Agreement or at such time as there has been a Discharge of the Secured ObligationsObligations (other than contingent or indemnification obligations not then due) shall have been paid in full, the Commitments shall have been terminated, 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 the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall promptly deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Pursuant to Section 10.15 of the Credit Agreement or if any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement (including by way of merger and including any assets transferred to a Subsidiary that is not a Loan Party, thenin each case, in a transaction permitted by the Credit Agreement), then the Lien granted under this Agreement on such Collateral shall be automatically released, and the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided Collateral, including, for the avoidance of doubt, notices of termination of the assignment and other related documents with respect to any Property for which an assignment has been made pursuant to any of the Loan Documents which is being sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement. A Guarantor shall be automatically released from its obligations hereunder (i) in the event that all the Grantor Capital Stock of such Guarantor shall have delivered be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, (ii) upon the designation of such Guarantor as an Unrestricted Subsidiary as permitted under the Credit Agreement or (iii) upon such Guarantor becoming an Excluded Subsidiary or ceasing to be a Subsidiary, in each case in accordance with the terms of the Credit Agreement, and the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable to evidence the release of such obligations. All releases or other documents delivered by the Collateral Agent pursuant to this Section 8.15(b) shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to without recourse to, or warranty by, the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed Liens on Collateral created hereunder shall be released and obligations of Guarantors and Grantors hereunder shall terminate as set forth in connection herewith without the prior written consent Section 10.15 of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCCCredit Agreement.

Releases. (a) At such time as there has been a Discharge of the Secured Obligations, the The Collateral shall be released from the Liens created hereby, 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 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 Grantors, in accordance with Section 9.02(c) of the Credit Agreement. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Borrower, a Guarantor (other than Holdings) shall be released from its obligations hereunder and, if such Guarantor is a Co-Borrower shall be released from its Obligations as, and shall no longer be, a Co-Borrower under the Loan Documents, in the event that all the Equity Interests in such Guarantor shall be sold or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Agent, at least ten (10) Business Days (or such shorter period agreed to by the Agent) prior to the date of the proposed release, a written request for such release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the relevant sale or other disposition in reasonable detail, including the price thereof and any expenses incurred in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents Loan Documents. (i) so long as no Event of Default has occurred and is continuing, if (A) a Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) of the Credit Agreement to become a Loan Party under the Credit Agreement (except to the extent that on and as of the Proceeds date of such Disposition will be applied release, one or more other Immaterial Subsidiaries become Guarantors and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), or (B) a Subsidiary is designated as an Unrestricted Subsidiary in accordance therewith. At the request and sole expense with Section 6.04(c) of the IssuerCredit Agreement, and (ii) upon the consummation of any transaction permitted under the Credit Agreement as a result of which such Subsidiary Grantor Guarantor ceases to be a subsidiary of the Borrower, then such Subsidiary Guarantor automatically shall be released from its obligations hereunder in upon notification thereof from the event that all Borrower to the Equity Interests of Agent and, if such Subsidiary Grantor Guarantor is a Co-Borrower shall be Disposed released from its Obligations as, and shall no longer be, a Co-Borrower under the Loan Documents. In connection with any such release, the Agent shall execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor's expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of in a transaction permitted documents pursuant to the preceding sentence of this Section 8.15(c) shall be without recourse to or warranty by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (cd) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s 's rights under Section 9-509(d)(2) of the New York UCC.

Releases. (a) At such time as there has been a Discharge of On the Secured ObligationsTermination Date, the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Indenture, then, then the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Capital Stock of any Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Indenture, then, at the request of the Company and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Company shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Company stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithDocuments. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge Upon the indefeasible payment in full of all outstanding Secured Obligations (or, with respect to outstanding Letters of Credit, cash collateralization or other arrangements reasonably satisfactory to the Secured ObligationsLetter of Credit Lender therefor and the Agent), the Collateral (including the Cash 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 the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of by any Grantor in sold or otherwise transferred pursuant to a transaction permitted by Section 7.2.10 of the Indenture, thenCredit Agreement, the Liens created hereby on such Collateral shall automatically terminate. Upon indefeasible payment in full of all outstanding Secured Obligations (or, with respect to outstanding Letters of Credit, cash collateralization or other arrangements reasonably satisfactory to the Letter of Credit Lender therefor and the Agent), or if any of the Collateral shall be requested to be released by any Grantor pursuant to this Agreement and in accordance with the Credit Agreement, then the Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Pledged Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Pledgor to the Administrative Agent and each Grantor or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor the Pledgor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor the Pledgor shall reasonably request to evidence such termination. (b) If any of the Pledged Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor the Pledgor in a transaction permitted by Section 7 of the IndentureCredit Agreement (other than to another Grantor (as defined in the Guarantee and Collateral Agreement)), thensuch Pledged Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and the Collateral Administrative Agent, at the written request and sole expense of such Grantorthe Pledgor, shall promptly execute and deliver to such Grantor the Pledgor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Pledged Collateral, as applicable. At the request and sole expense of the Borrower, Pledgor shall be released from its obligations hereunder in the event that all the Capital Stock of the Pledgor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor (as defined in the Guarantee and Collateral Agreement) in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) five Business Days Days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Pledgor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (ai) At Borrower shall have the right to request Agent to release from time to time any certificates, instruments, Chattel Paper, and other writings evidencing any Receivable Collateral in connection with any modifications or terminations thereof permitted hereunder and under the Credit Agreement. Promptly following delivery by Borrower of a written request to Agent requesting any such time as there has been a Discharge release and describing in reasonable detail the basis for the release request, and upon receipt of any additional information Agent may reasonably request, Agent shall release (or cause to be released) the certificate, instrument or other writing which is the subject of the Secured Obligationsrelease request. In the case of a request contemplating the substitution of any certificate, instrument or other writing, Borrower shall deliver the Collateral substitute certificate, instrument or other writing on the date of the release; PROVIDED, HOWEVER, that if such simultaneous substitution shall be released from impracticable, Borrower shall deliver the Liens created herebysubstitute certificate, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to other writing within five Business Days following the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationrelease. (bii) If Provided that an Event of Default is not continuing, Borrower shall have the right to request Agent to release from time to time any of the certificates, instruments, Chattel Paper, and other writings evidencing any Receivable Collateral shall be Disposed of by in connection with any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request and sole expense sale of such GrantorReceivable Collateral pursuant to the Loan Purchase Agreements by delivery of a duly executed Purchase Notice listing the Receivable Collateral requested to be released. Promptly following receipt thereof, Agent shall execute and deliver to Borrower a Release, and Agent shall release (or cause to be released), and contemporaneously deliver, or cause to be delivered to Buyer (as defined is the NCB Purchase Agreement), the certificates, instruments, Chattel Paper, and other writings evidencing the Receivable Collateral requested to be released in the such Grantor Purchase Notice; PROVIDED that immediately after giving effect to such release of Receivable Collateral, the aggregate principal amount of the Loans outstanding shall not exceed the Borrowing Base. Agent agrees to take all releases or such other documents actions as Borrower may reasonably requested by such Grantor for request to accomplish the release of the Liens created hereby on such Receivable Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance accordance with the Indenture and the other Note Documents and that the Proceeds terms of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewiththis Section 3(d)(ii). (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of the Obligations (excluding Obligations not yet due and payable under the Secured ObligationsHedging Agreements that have not been terminated) shall have been paid in full, the Commitments shall have been terminated and all Letters of Credit shall have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. In the event that all the capital stock of any Grantor shall be sold, transferred or otherwise disposed of in its entirety in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement, the other Loan Documents and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithSecured Hedging Agreements. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Revolving Loans and the other Obligations (other than contingent or indemnification obligations not then asserted or due) shall have been a Discharge of the Secured Obligationsindefeasibly paid in full in cash, the Collateral Agent shall take such actions as shall be released from the Liens created herebyrequired to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall assign, transfer and deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of sold, transferred or otherwise Sold by any Grantor in a transaction permitted by the IndentureCredit Agreement other than to another Grantor, then, then (i) the security interest in any such Collateral shall be automatically released to the extent that such Sale does not (x) pertain to Voting Stock of the Borrower or any Subsidiary Guarantor or other Collateral in the possession of the Collateral Agent or (y) involve the filing of amendments to or termination of any financing statement or mortgage in favor of the Collateral Agent on behalf of the Secured Parties and (ii) the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Voting Stock of such Subsidiary Grantor Guarantor shall be Disposed of sold, transferred or otherwise Sold in a transaction permitted by the Indenture; provided that Credit Agreement and the Issuer shall have delivered Collateral Agent will assign, transfer and deliver to the Collateral Agent, at least ten (10) Business Days prior to the date Borrower Agent such of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that applicable Collateral concerning such transaction is Voting Stock as may then be in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent possession of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be automatically released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor to a Person that is not a Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then(i) such Collateral shall be automatically released from the Liens created hereby on such Collateral, and (ii) then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release or evidence of release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement or shall otherwise be an Excluded Subsidiary (other than an Immaterial Subsidiary) or no longer a (direct or indirect) Subsidiary of the Borrower as a result of a transaction permited by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expense in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. At the request and sole expense of the Issuer, a Subsidiary Grantor The Administrative Agent shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer entitled to rely (without any need for further investigation) and shall have no liability for relying on any such notice, certificate or other certification delivered pursuant to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewiththis paragraph. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Subject to Section 13.9 of the Credit Agreement, at such time as there has the Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Cash Management Agreements or Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been a Discharge of made) shall have been paid in full in cash and the Secured ObligationsCommitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 13.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral Collateral. In the event that all the Capital Stock of any Grantor that is a Subsidiary of the Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at the request of the Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releaseda description of the sale or other disposition in reasonable detail, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that Loan Documents. (c) If any Grantor shall cease to be a Restricted Subsidiary as a result of a transaction permitted under the Proceeds of such Disposition will be applied in accordance therewith. At Credit Agreement, then, at the request of the Company and sole at the expense of the IssuerGrantors, a Subsidiary such Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor and shall no longer be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered party to the Collateral this Agreement. The Administrative Agent, at least ten (10) Business Days prior to the date request and sole expense of the proposed release, a written request for release identifying the relevant Subsidiary such Grantor, together with a certification by shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable evidencing such release and the Issuer stating fact that such transaction Grantor is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithno longer a party to this Agreement. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge Upon the full payment and satisfaction of all of the Secured Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations Obligations (other than those expressly stated to survive such termination) any contingent indemnity obligation of the Collateral Agent Pledgor which survives the termination of the Note Purchase Agreement and each Grantor hereunder shall terminate, all without delivery for which a demand of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturepayment has not been made), the Collateral Agent shall deliver promptly cause to such Grantor be transferred or returned to the Pledgor all of the Pledged Collateral and any Collateral held money, property and rights received by the Collateral Agent pursuant hereto, to the extent the Collateral Agent has not taken, sold or otherwise realized upon the same as permitted hereunder, together with the related stock powers and all other documents reasonably required by the Pledgor to evidence termination of the pledge contemplated hereby. In the event that upon full payment and satisfaction of all of the Obligations (other than any contingent indemnity obligation of the Pledgor which survives the termination of the Note Purchase Agreement and for which a demand of payment has not been made) and in the event that Collateral Agent cannot locate any or all of the Pledged Collateral, the Collateral Agent agrees to execute and deliver to the applicable Pledged Company lost certificate affidavits with customary indemnification provisions so that new certificates may be issued in place of such Grantor such documents as such Grantor shall reasonably request to evidence such terminationlost Pledged Collateral. (b) If any of the Pledged Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor the Pledgor in a transaction permitted by the IndentureNote Purchase Agreement, then, then the Collateral Agent, at the written request and sole expense of such Grantorthe Pledgor, shall execute and deliver to such Grantor the Pledgor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithPledged Collateral. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At Subject to Section 13.9 of the Credit Agreement, at such time as there has the Obligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Specified Cash Management Arrangements or Specified Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been a Discharge made and (3) Letters of Credit that have been Cash Collateralized or other arrangements with respect thereto have been made that are satisfactory to the Secured ObligationsIssuing Lender) shall have been paid in full in cash and the Commitments have been terminated, 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 Administrative 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 Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If Subject to Section 13.9 of the Credit Agreement, if any of the Collateral shall be Disposed sold or otherwise disposed of by any Grantor in a transaction permitted by the IndentureLoan Documents, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor for necessary or desirable to evidence the release of the Liens created hereby on such Collateral provided Collateral. In the event that all the Capital Stock of any Grantor that is a Subsidiary of the Borrower shall have delivered to be sold, transferred or otherwise disposed of in a transaction permitted by the Collateral AgentCredit Agreement, then, at least ten (10) Business Days prior to the date request of the proposed release, a written request for release identifying Borrower and at the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the IssuerGrantors, a Subsidiary such Grantor shall be released from its obligations hereunder in and, at the event that all reasonable request of the Equity Interests Borrower and at the expense of such Subsidiary Grantor shall be Disposed the Grantors, the Administrative Agent shall, within a commercially reasonable period of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered time, execute and deliver to the Collateral Agent, at least ten (10) Business Days prior Borrower any releases or other documents reasonably necessary or desirable to the date of the proposed evidence such release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans and all other Secured Obligations (other than Unasserted Obligations) have been a Discharge of the Secured Obligationspaid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Administrative Agent) as such Grantor shall may reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed is sold, transferred, encumbered or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, thenthen the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that (not including Proceeds thereof) from the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithsecurity interests created hereby. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred, encumbered or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale, encumbrance or other disposition in reasonable detail, including a good faith estimate of the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge Notwithstanding anything to the contrary contained in the Credit Agreement, herein or in any other Loan Document, upon request of the Secured ObligationsBorrower in connection with any Disposition of Property permitted by the Loan Documents, the Collateral Administrative Agent shall (without notice to or vote or consent of any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement or any other Secured Party) take such actions as shall be released from required to release the Liens created herebySecurity Interest in any Collateral being Disposed of in such Disposition, and this to release any guarantee obligations of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents, provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any estimated expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and all obligations (the other than those expressly stated to survive Loan Documents and that the proceeds of such termination) of Disposition will be applied in accordance with the Collateral Agent Credit Agreement and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationother Loan Documents. (b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed of in a transaction permitted by the IndentureCredit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Administrative Agent, at least ten five (105) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the Disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Loan Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At ABB shall proceed as follows, at all times with diligence and care: (i) ABB shall procure that Company will be released in full from any possible obligations under any suretyships, guarantees and similar commitments given by it in respect of any activity in the ABB Group other than its business (it being understood and agreed that each such time as there has been a Discharge of the Secured Obligations, the Collateral release shall be released from in form and substance reasonably satisfactory to Buyer). (ii) In the Liens created herebyevent such suretyships, guarantees or similar commitments exist, until ABB has procured each and this Agreement and all obligations every release required pursuant to paragraph (other than those expressly stated a)(i) above, ABB shall promptly indemnify Company against any liability it may incur under any suretyship, guarantee or similar commitment referred to survive in such termination) of the Collateral Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenture, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationparagraph. (b) If Buyer shall as soon as possible cause Company to proceed as follows, at all times with diligence and care: (i) Company shall procure that ABB and any other company in the ABB Group be released in full from their respective obligations under any suretyships, guarantees and similar commitments, including liabilities relating to pensions, including FPG, given in respect of the Collateral Company (it being understood and agreed that each such release shall be Disposed of by any Grantor in a transaction permitted by the Indenture, then, the Collateral Agent, at the written request form and sole expense of such Grantor, shall execute and deliver substance reasonably satisfactory to such Grantor all releases or other documents reasonably requested by such Grantor for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying ABB and/or the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder company in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithABB Group). (cii) Each Grantor acknowledges that it is not authorized Until Company has procured each and every release required pursuant to file paragraph (b)(i) above, Company or Buyer as the case may be shall promptly indemnify ABB and each such other company in the ABB Group against any financing statement liability any of them may incur under any suretyship, guarantee or amendment similar commitment referred to in such paragraph which are directly due to the actions of Buyer or termination statement with respect to any financing statement originally filed in connection herewith without Company after the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCCClosing.

Releases. (a) At such time as there has the Borrower Revolving Credit Obligations and any obligations owing pursuant to this Agreement shall have been a Discharge indefeasibly paid in full, the Commitments have been terminated and no Letters of the Secured ObligationsCredit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement; provided that the Issuer Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) 10 Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary GrantorGuarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written No consent of any Qualified Counterparty or Foreign Currency L/C Issuing Lender, in its capacity as such, shall be required for any action under this Agreement, the Credit Agreement or the other Loan Documents, including, without limitation, release of Collateral Agent, subject or Guarantors pursuant to such Grantor’s rights under Section 9-509(d)(2) of the UCCthis Section.

Releases. (a) At such time as there has the Term Loans and the other Obligations (other than contingent or indemnification obligations not then asserted or due) shall have been a Discharge of paid in full and the Secured ObligationsTerm Commitments shall have been terminated or expired, the Collateral Administrative Agent shall take such actions as shall be released from the Liens created herebyrequired to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall assign, transfer and deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of sold, transferred or otherwise Sold by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then (i) the security interest in any such Collateral shall be automatically released to the extent that such Sale does not (x) pertain to Voting Stock of the Borrower or any Guarantor or other Collateral in the possession of the Administrative Agent or (y) involve the filing of amendments to or termination of any financing statement or mortgage in favor of the Administrative Agent on behalf of the Secured Parties and (ii) the Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Voting Stock of such Subsidiary Grantor Guarantor shall be Disposed of sold, transferred or otherwise Sold in a transaction permitted by the Indenture; provided that Credit Agreement and the Issuer shall have delivered Administrative Agent will assign, transfer and deliver to the Collateral Agent, at least ten (10) Business Days prior to the date Borrower Agent such of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that applicable Collateral concerning such transaction is Voting Stock as may then be in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent possession of the Collateral Administrative Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, thenthen the Liens on such Collateral created hereunder shall be deemed automatically released, the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. A Guarantor shall be deemed automatically released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days five days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrowers, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrowers shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days 30 days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrowers stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Securities and the other Secured Obligations (other than contingent or indemnification obligations not then asserted or due) shall have been a Discharge of the Secured Obligationsindefeasibly paid in full in cash, the Collateral Agent shall take such actions as shall be released from the Liens created herebyrequired to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Collateral Document and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and upon the Collateral Agent’s receipt of an Officer’s Certificate and Opinion of Counsel as any documentation required by the Indenture, the Collateral Agent shall assign, transfer and deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed of sold, transferred or otherwise Sold by any Grantor in a transaction permitted by the IndentureIndenture (other than to another Grantor), then, then (i) the security interest in any such Collateral shall be automatically released to the extent that such Sale does not (x) pertain to Voting Stock of the Issuer or any Subsidiary Guarantor or other Collateral in the possession of the Collateral Agent or (y) involve the filing of amendments to or termination of any financing statement or mortgage in favor of the Collateral Agent on behalf of the Secured Parties and (ii) the Collateral Agent, at the written request and sole expense of such GrantorGrantor and upon the Collateral Agent’s receipt of any documentation required by the Indenture, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. At the request and sole expense of the Issuer, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Voting Stock of such Subsidiary Grantor Guarantor shall be Disposed of sold, transferred or otherwise Sold in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents Collateral Agent will assign, transfer and that deliver to the Proceeds Issuer such of the applicable Collateral concerning such Disposition will Voting Stock as may then be applied in accordance therewith. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent possession of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of On the Secured ObligationsTermination Date, 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 Administrative Agent and each Grantor Pledgor hereunder shall automatically 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 GrantorsPledgors. At the written request and sole expense of any Grantor Pledgor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor Pledgor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor Pledgor such documents as such Grantor Pledgor shall reasonably request to evidence such termination.; and (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor Pledgor (other than to another Pledgor) in a transaction permitted by the Credit Agreement and the New Indenture, then, then (i) the Liens created hereby on such Collateral shall automatically terminate and (ii) the Administrative Agent, at the written request and sole expense of such GrantorPledgor, shall execute and deliver to such Grantor Pledgor all releases or other documents reasonably requested necessary to evidence such automatic release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Pledgor which is a subsidiary of the Borrower shall be automatically released from its obligations hereunder in the event that all the Capital Stock of such Pledgor shall be sold, transferred or otherwise disposed of by any Pledgor (other than to another Pledgor) in a transaction permitted by the Credit Agreement and any Collateral in which a Lien has been granted hereunder by such Grantor for Pledgor shall be automatically terminated. The Administrative Agent shall take all actions reasonably necessary to evidence such automatic release of such obligations and the release of the Liens created hereby on all Collateral owned by such Collateral Pledgor, provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) three Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithPledgor. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there the Loans and the other Secured Obligations (other than inchoate indemnity obligations and unasserted expense reimbursement obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (except any Letter of Credit that has been cash collateralized on terms reasonably satisfactory to the Issuing Lender or for which a Discharge backstop Letter of Credit reasonably satisfactory to the Secured ObligationsIssuing Lender has been put in place) (“Termination Date”), the Collateral shall be 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 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement or if, thenas a result of a transaction permitted by the Credit Agreement (including, without limitation, a transaction resulting in the Grantor no longer being a Subsidiary of the Borrower), any Grantor is no longer required by the terms of the Credit Agreement to be a Grantor hereunder or any Collateral is no longer required to be covered by a security interest hereunder, such portion of the Collateral shall automatically be released from any Liens created hereby, all without delivery of any instrument or performance of any act by any party, and all rights to such Collateral shall revert to the resulting owner of such Collateral. In the case of any release referred to in the immediately preceding sentence, to the extent of such release, upon the certification of the relevant Grantor to the Collateral Agent following such release that such action as may be required by the Credit Agreement or this Agreement to be taken by such Grantor with respect to the Proceeds of such Collateral has been, or promptly upon such sale, transfer or other disposition, will be taken by such Grantor, at such Grantor’s expense, the Collateral Agent shall promptly deliver to such Grantor any such Collateral held by the Collateral Agent hereunder (or certificate of title evidencing any such Collateral in the Collateral Agent’s possession), at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents documents, including UCC termination statements and releases of certificates of title, reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral provided that the Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be released, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithCollateral. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans, the Reimbursement Obligations and all other Secured Obligations (other than Unasserted Contingent Obligations and obligations under or in respect of Specified Hedge Agreements or Specified Cash Management Agreements) have been a Discharge of paid in full and the Secured ObligationsCommitments have been terminated, the Collateral shall automatically be 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 the Collateral shall automatically revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to the Collateral Agent) and take such further actions as such Grantor shall may reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed is sold, transferred or otherwise disposed of by any Grantor (other than to another Grantor) in a transaction permitted by the IndentureCredit Agreement, thenthen the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such Grantor further actions for the release of the Liens created hereby on such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the Collateral Agent shall be required to execute such release only if the Borrower and applicable Grantor shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written certificate of a Responsible Officer with request for release identifying the relevant Grantor Collateral and Collateral to be released, together with a certification by the Issuer stating certifying that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. At the request and sole expense of the IssuerBorrower, a Subsidiary Grantor Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests Capital Stock of such Subsidiary Grantor Guarantor shall be Disposed sold, transferred or otherwise disposed of in a transaction permitted by the IndentureCredit Agreement and the Collateral Agent, at the request and sole expense of such the Borrower, shall promptly execute and deliver to such Borrower all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such further actions for the release of such Subsidiary Guarantor; provided that the Issuer Collateral Agent shall be required to execute such release only if the Borrower shall have delivered to the Collateral Agent, at least ten five (105) Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a written certificate of a Responsible Officer of the Borrower with request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating Guarantor and certifying that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has the Loans, the Exchange Notes and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been a Discharge of the Secured Obligationspaid in full, the Collateral Agent shall be released release all Collateral 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 terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor to a Person other than a Grantor in a transaction permitted by the IndentureFinancing Documents, then, then (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Collateral Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by the Financing Documents; provided that the Grantor Parent shall have delivered to the Collateral Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Parent stating that such transaction is in compliance with the Indenture Term Loan Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithFinancing Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of Upon the Secured ObligationsRelease Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten five (105) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any anticipated expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, and subject to Section 20, 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 the Grantor hereunder 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 GrantorsGrantor. At the written request and sole expense of any the Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Agent shall deliver to such the Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such the Grantor such documents or otherwise authorize the filing of such documents as such the Grantor shall reasonably request to evidence such termination. (b) . If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any the Grantor in a transaction permitted by any Loan Document or consented to in accordance with the IndentureLoan Documents, then, then the Collateral Agent, at the written request and at the sole expense of such Grantorthe Grantor (with written confirmation from the Administrative Agent), shall execute and deliver to such the Grantor all releases or authorize the filing of other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral; provided that the Grantor shall have delivered to the Collateral Agent and the Administrative Agent, at least ten (10) five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Collateral and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Grantor stating that such transaction is in compliance with the Indenture and the other Note Loan Documents and that the Proceeds of such Disposition Collateral will be applied in accordance therewith. At with the request and sole expense terms of the IssuerLoan Documents, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithif applicable. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Discharge of Upon the Secured ObligationsRelease Date, the Collateral shall be released from the Liens created hereby, the guarantee of each Guarantor under Section 2 of this Agreement shall be released, discharged and terminated, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Administrative Agent and each Grantor hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor Guarantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Releases. (a) At such time as there has been a Upon the Discharge of the Secured Obligations, the Collateral shall be released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby, and this Agreement shall terminate with respect to the Administrative Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor to the Administrative Agent or any other Secured Party hereunder 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 Grantors. At the written request and sole expense of any Grantor following any such termination and receipt of an Officer’s Certificate and Opinion of Counsel as required by the Indenturetermination, the Collateral Administrative Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be Disposed sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 7 of the IndentureCredit Agreement, then, then the Collateral Administrative Agent, at the written request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably requested by such Grantor necessary or desirable for the release of the Liens created hereby on such Collateral Collateral, as applicable. At the request and sole expense of the Borrower, 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 to a Person other than a Grantor in a transaction permitted by Section 7 of the Credit Agreement; provided that the Grantor Borrower shall have delivered to the Collateral Administrative Agent, at least ten (10) Business Days days, or such shorter period as the Administrative Agent may agree, prior to the date of the proposed release, a written request for release identifying the relevant Grantor and Collateral to be releasedthe terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer Borrower stating that such transaction is in compliance with terms and provisions of the Indenture Credit Agreement and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewith. At the request and sole expense of the Issuer, a Subsidiary Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Subsidiary Grantor shall be Disposed of in a transaction permitted by the Indenture; provided that the Issuer shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Grantor, together with a certification by the Issuer stating that such transaction is in compliance with the Indenture and the other Note Documents and that the Proceeds of such Disposition will be applied in accordance therewithLoan Documents. (c) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.