Common use of Satisfaction and Cancelation Clause in Contracts

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of (i) any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary or (ii) any Permitted Receivables Transaction or a Permitted Securitization Transaction consummated after the date hereof as a result of which Mortgagor becomes a Permitted Syndication Subsidiary or Securitization Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 9.09 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released; provided that, upon the consummation after the date hereof of any Permitted Receivables Transaction or a Permitted Securitization Transaction, the Security Interest in the Equity Interests of the Subsidiary that is the subject of such Permitted Receivables Transaction or a Permitted Securitization Transaction, as the case may be, shall be automatically released to the extent the pledge of the Equity Interests in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor Mortgagor, at such Mortgagor’s expense, a release of this Mortgage and all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all costs and reasonable out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Secured Obligations (as defined in the Security Agreement) have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has Obligations have been reduced to zero and the Issuing Banks L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as . Upon a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer financing by Mortgagor of all or any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of by the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically released. (d) released from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethe Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all reasonable costs and out of pocket expenses, including the reasonable attorneys’ fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and zero, the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit AgreementAgreement and the satisfaction and discharge requirements set forth in the Indentures have been satisfied. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of (i) any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary or (ii) any Permitted Receivables Transaction or a Permitted Securitization Transaction consummated after the date hereof as a result of which Mortgagor becomes a Permitted Syndication Subsidiary or Securitization Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 9.09 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released; provided that, upon the consummation after the date hereof of any Permitted Receivables Transaction or a Permitted Securitization Transaction, the Security Interest in the Equity Interests of the Subsidiary that is the subject of such Permitted Receivables Transaction or a Permitted Securitization Transaction, as the case may be, shall be automatically released to the extent the pledge of the Equity Interests in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor Mortgagor, at such Mortgagor’s expense, a release of this Mortgage and all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all costs and reasonable out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Secured Obligations (as defined in the Security Agreement) have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has Obligations have been reduced to zero and the Issuing Banks L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as Upon a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer financing by Mortgagor of all or any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of by the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethe Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all reasonable costs and out of pocket expenses, including the reasonable attorneys’ fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has Obligations have been reduced to zero and the Issuing Banks L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as Upon a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer financing by Mortgagor of all or any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of by the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethe Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all reasonable costs and out of pocket expenses, including the reasonable attorneys’ fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance This Mortgage shall continue in effect (notwithstanding the fact that from time to Mortgagee time there may be no Secured Obligations outstanding) until (i) the Revolving Facility Credit Agreement has terminated pursuant to its express terms and (ii) all of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Secured Obligations have been indefeasibly paid and performed in full in accordance (or with respect to any outstanding Letters of Credit, have been cash collateralized as required by the terms Revolving Facility Credit Agreement) and no commitments of the Loan Documents and Agent or the Lenders have no further commitment which would give rise to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreementany Secured Obligations are outstanding. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral the Mortgaged Property that is permitted under Section 4.1(d) of the Credit Security Agreement to any person Person that is not the Borrower or a Mortgagor, another Grantor or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral the Mortgaged Property pursuant to Section 9.08 9.02 of the Revolving Facility Credit Agreement, the Security Interest security interest in such Collateral the Mortgaged Property shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all costs and out of pocket expenses, including the reasonable attorneys’ fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Senior Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders Senior Banks have no further commitment to lend make Senior Loans under the Senior Credit Agreement, the aggregate L/C Exposure has been reduced to zero no Letters of Credit are outstanding and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Senior Credit Agreement. (b) Upon a sale or financing by Mortgagor of all or any portion of the Mortgaged Property that is permitted by the Senior Credit Agreement and the application of the Net Proceeds of such sale or financing in accordance with the Senior Credit Agreement, the lien of this Mortgage shall automatically be released from its obligations hereunder upon the consummation applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any transaction permitted by sale or financing of the Credit Agreement as a result Mortgaged Property prior to the closing of which such Mortgagor ceases to be a Subsidiarysale or financing. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethe Mortgage shall be marked "satisfied" by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all costs and out of pocket expenses, including the reasonable attorneys' fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security security, created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and full, the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as Upon a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by the Mortgagor to any Person who is not a Loan Party of all or any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not and the Borrower application of the Net Cash Proceeds of such sale or a Mortgagorfinancing in accordance with the Credit Agreement, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby lien of this Mortgage in all or any Collateral pursuant to Section 9.08 portion of the Credit AgreementMortgaged Property, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. The Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Mortgage shall be marked "satisfied" by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver to any documents reasonably requested by Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution the foregoing and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all costs and out of pocket expenses, including the reasonable attorneys' fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Credit Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero no Letters of Credit are outstanding and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) Upon a sale or financing by Mortgagor shall automatically be released from its obligations hereunder upon of all or any portion of the consummation of any transaction Mortgaged Property that is permitted by the Credit Agreement as a result and the application of which the net cash proceeds of such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under financing in accordance with the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 terms of the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (c) Notwithstanding anything herein to the contrary, Mortgagor may sell the Mortgaged Property in accordance with Section 9.14(c) of the Credit Agreement. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Mortgage shall be marked "satisfied" by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all costs and out of pocket expenses, including the reasonable attorneys' fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as This Mortgage and all security created and consummated by this Mortgage interests granted hereby shall terminate and be null and void when all the then existing Loan Document Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the First Lien Credit Agreement, the aggregate L/C Exposure has been reduced to zero (including as a result of the cash collateralization of the Letters of Credit or the provision of L/C Backstops as provided in the First Lien Credit Agreement) and the Issuing Banks have no further obligations to issue Letters of Credit under the First Lien Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral of the Mortgaged Property that is permitted under the First Lien Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral of the Mortgaged Property pursuant to Section 9.08 of the First Lien Credit Agreement, the Security Interest in such Collateral Mortgaged Property shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Mortgagee Collateral Agent shall promptly execute and deliver to Mortgagor Mortgagor, at such Mortgagor’s expense, all mortgage satisfactions and releases and all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee Mortgage or any Secured PartyParty (other than as to the authority of such Person to execute and deliver such documents). Without limiting the provisions of this Section 7.06 of the Guarantee and Collateral Agreement3.04, the Borrower Mortgagor shall reimburse the Mortgagee upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee This Mortgage, the Guarantees, the Security Interest, the pledge of the Mortgaged Property as Pledged Collateral and all other security created and consummated by this Mortgage interests granted hereby shall terminate and be null and void when all the Loan Document Obligations (other than (i) wholly contingent indemnification obligations or (ii) compensation obligations with respect to increased costs or reductions in amounts received or receivable or reductions in return on capital pursuant to Section 2.14(d) of the Credit Agreement) then due and owing have been indefeasibly paid in full in accordance with the terms of the Loan Documents cash and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate Aggregate L/C Exposure has been reduced to zero and the Issuing Banks have Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor Subsidiary Guarantor ceases to be a SubsidiarySubsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by Mortgagor any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee Collateral Agent shall promptly execute and deliver to Mortgagor any Grantor, at such MortgagorGrantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee Collateral Agent or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee Collateral Agent upon demand for all reasonable costs and out of pocket expenses, including the reasonable fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero no Letters of Credit are outstanding and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) Upon a sale or financing by Mortgagor shall automatically be released from its obligations hereunder upon of all or any portion of the consummation of any transaction Mortgaged Property that is permitted by the Credit Agreement as a result and the application of which the Net Proceeds of such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby financing in any Collateral pursuant to Section 9.08 of accordance with the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethe Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all costs and out of pocket expenses, including the reasonable attorneys’ fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security security, created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero no Letters of Credit are outstanding and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as Upon a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer financing by Mortgagor of all or any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not and the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release application of the Security Interest granted hereby Net Cash Proceeds of such sale or financing in any Collateral pursuant to Section 9.08 of accordance with the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. Mortgagor shall give Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (dc) In connection with any termination or release pursuant to paragraph (a), the Mortgage shall be marked "satisfied" by Mortgagee, and this Mortgage and any related UCC-1 financing statements (bif applicable) or (c) above, shall be canceled of record at the request and at the expense of Mortgagor. Mortgagee shall promptly execute any documents reasonably requested by Mortgagor to accomplish the foregoing or to accomplish any release contemplated by paragraph (a) and deliver to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for will pay all costs and out of pocket expenses, including the reasonable attorneys' fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Loan Document Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder and the Liens and security interests created hereunder in the Mortgaged Property shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary.Subsidiary.(5) (c) Upon any sale or other transfer by Mortgagor of any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest Lien and security interest granted hereby in any Collateral portion of the Mortgaged Property pursuant to Section 9.08 of the Credit Agreement, the Security Interest Lien and security interest in such Collateral portion of the Mortgaged Property shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor, subject to reimbursement by Mortgagor at such Mortgagor’s expenseas set forth below, all Uniform Commercial Code termination statements a release of mortgage and any similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all reasonable costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) [The conveyance security interest granted to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend make Loans under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero no Letters of Credit are outstanding and the Issuing Banks have Bank has no further obligations obligation to issue Letters of Credit under the Credit Agreement. (b) Upon a sale or financing by Mortgagor shall automatically be released from its obligations hereunder upon of all or any portion of the consummation of any transaction Mortgaged Property that is permitted by the Credit Agreement as a result and the application of which the Net Proceeds of such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under financing in accordance with the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 terms of the Credit Agreement, the Security Interest in such Collateral lien of this Mortgage shall be automatically releasedreleased from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethe Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall promptly execute and deliver any documents reasonably requested by Mortgagor to Mortgagor at such Mortgagor’s expense, all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request accomplish the foregoing or to evidence such termination or release. Any execution and delivery of documents pursuant to accomplish any release contemplated by this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee 3.04 and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for Mortgagor will pay all costs and out of pocket expenses, including the reasonable attorneys’ fees, charges disbursements and expenses of counselother charges, incurred by it Mortgagee in connection with any action contemplated by this Sectionthe preparation and execution of such documents.]

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this This Mortgage shall terminate and be null and void when all the Loan Document Obligations and Deposit L/C Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents (other than any contingent obligations for which no claim or demand for payment has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate Deposit L/C Exposure and RF L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) . Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary.Subsidiary.4 (cb) Upon any sale or other transfer by Mortgagor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Mortgagor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor Mortgagor, at such Mortgagor’s expense, a release of this Mortgage and all Uniform Commercial Code termination statements and similar documents that such 4 Should be deleted if Mortgagor is the Borrower. Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Loan Document Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) . Mortgagor shall automatically be released from its obligations hereunder and the Liens and security interests created hereunder in the Mortgaged Property shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (cSubsidiary.(5) Upon any sale or other transfer by Mortgagor of any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest Lien and security interest granted hereby in any Collateral portion of the Mortgaged Property pursuant to Section 9.08 of the Credit Agreement, the Security Interest Lien and security interest in such Collateral portion of the Mortgaged Property shall be automatically released. (d) . In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor, subject to reimbursement by Mortgagor at such Mortgagor’s expenseas set forth below, all Uniform Commercial Code termination statements a release of mortgage and any similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all reasonable costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as This Mortgage and all security created and consummated by this Mortgage interests granted hereby shall terminate and be null and void when all the then existing Loan Document Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (c) Upon any sale or other transfer by Mortgagor of any Collateral of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral of the Mortgaged Property pursuant to Section 9.08 of the Credit Agreement, the Security Interest security interest in such Collateral Mortgaged Property shall be automatically released. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Mortgagee Collateral Agent shall promptly execute and deliver to Mortgagor Mortgagor, at such Mortgagor’s expense, all mortgage satisfactions and releases and all Uniform Commercial Code termination statements and similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee Mortgage or any Secured PartyParty (other than as to the authority of such Person to execute and deliver such documents). Without limiting the provisions of this Section 7.06 of the Guarantee and Collateral Agreement3.04, the Borrower Mortgagor shall reimburse the Mortgagee upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.

Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall terminate and be null and void when all the Loan Document Obligations have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) . Mortgagor shall automatically be released from its obligations hereunder and the Liens and security interests created hereunder in the Mortgaged Property shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Mortgagor ceases to be a Subsidiary. (cSubsidiary.(9) Upon any sale or other transfer by Mortgagor of any Collateral portion of the Mortgaged Property that is permitted under the Credit Agreement to any person that is not the Borrower or a MortgagorGuarantor, or, upon the effectiveness of any written consent to the release of the Security Interest Lien and security interest granted hereby in any Collateral portion of the Mortgaged Property pursuant to Section 9.08 of the Credit Agreement, the Security Interest Lien and security interest in such Collateral portion of the Mortgaged Property shall be automatically released. (d) . In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor, subject to reimbursement by Mortgagor at such Mortgagor’s expenseas set forth below, all Uniform Commercial Code termination statements a release of mortgage and any similar documents that such Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all reasonable costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this SectionSection 3.04.