Common use of Termination of Security Interest; Release of Collateral Clause in Contracts

Termination of Security Interest; Release of Collateral. (a) Upon the payment in full of all principal of and premium, if any, and interest on the Notes and the payment in full of all other amounts for Obligations that are due and payable at such time, and if no claims for payment by the Company of any Obligations are at the time pending, the Security Interest shall terminate and all rights to the Collateral shall revert to the Grantor. (b) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall disburse the funds held by it pursuant to this Agreement as follows: (i) First, to pay any amounts payable to the Collateral Agent pursuant to Section 17 that have not been paid by the Grantor; (ii) Second, to pay each Holder on a pro rata basis the amount of all accrued and unpaid interest (and interest, if any, thereon at the Default Rate) then due each Holder in accordance with the terms of their respective Notes through the most recent Interest Payment Date; (iii) Third, to pay each Holder on a pro rata basis the amount, if any, of unpaid principal then due on the Maturity Date of any installment of principal of such Holder’s Notes; (iv) Fourth, to pay each Holder, on a pro rata basis, the amount then due upon acceleration, if any, pursuant to Section 4 of such Holder’s Note(s); and then (v) Fifth, to pay each Holder who has exercised its repurchase rights under Section 5 of the Notes, on a pro rata basis, all of the applicable unpaid Repurchase Price for each of the Notes or portions thereof required to be repurchased; and then (vi) Sixth, to pay each Holder any other amount due and payable to such Holder under the Transaction Documents; and then (vii) Seventh, the remaining amount, if any, to the Grantor. provided, however, that if the amount of funds held by the Collateral Agent is insufficient to pay all amounts due to the Holders pursuant to clauses (ii) and (iv) above, then the amount paid to the Holders pursuant to this Section 15(b) shall be prorated among the Holders in proportion to the respective amounts due each Holder pursuant to the particular such clause or clauses for which such funds are insufficient. (c) At any time and from time to time prior to termination of the Security Interest pursuant to Section 15(a), the Collateral Agent shall release any of the Collateral only with the prior written consent of the Majority Holders. (d) Upon any such termination of the Security Interest or release of all the Collateral, the Collateral Agent will, at the expense of the Grantor, execute and deliver to the Grantor such documents and take such other actions as the Grantor shall reasonably request to evidence the termination of the Security Interest and deliver to the Grantor all Collateral so released then in its possession.

Termination of Security Interest; Release of Collateral. (a) Upon Collateral will be released automatically from the payment in full Liens securing the Note Obligations of all principal of and premium, if any, and interest on the Notes Company and the payment in full of all other amounts for Obligations that are due Subsidiary Guarantors under this Indenture, the Notes, the Note Guarantees and payable at such time, and if no claims for payment by the Company Related Collateral Documents without the consent or further action of any Obligations are at the time pending, the Security Interest shall terminate and all rights to the Collateral shall revert to the Grantor. (b) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall disburse the funds held by it pursuant to this Agreement as followsPerson: (i) Firstin whole or in part, as applicable, upon the sale, transfer, exclusive license, agreement or other disposition of such property or assets (including a disposition resulting from eminent domain, condemnation or similar circumstances) by the Company or any Subsidiary Guarantor to pay any amounts payable the extent permitted pursuant to this Indenture and the Related Collateral Documents; provided that, solely to the extent that such transaction constitutes the sale, conveyance, assignment, transfer, lease or other disposition of all or substantially all of the Company’s property and assets, in one transaction or a series of related transactions, such transaction complies with Article 11; and that the Company has delivered to the Trustee and the Collateral Agent pursuant to an Officer’s Certificate and Opinion of Counsel stating that such transaction complies with the provisions of this Section 17 that have not been paid by the Grantor17.05; (ii) Second, to pay each Holder on a pro rata basis with the consent of the Holders of at least 66 2/3% of the aggregate principal amount of all accrued and unpaid interest the outstanding Notes; (and interestiii) with respect to any Collateral securing the Note Guarantee of any Subsidiary Guarantor, if any, thereon at the Default Rate) then due each Holder when such Subsidiary Guarantor is released in accordance with the terms of their respective Notes through the most recent Interest Payment Date; (iii) Third, to pay each Holder on a pro rata basis the amount, if any, of unpaid principal then due on the Maturity Date of any installment of principal of such Holder’s NotesSection 18.06; (iv) Fourth, to pay each Holder, on upon the occurrence of a pro rata basis, Fundamental Change described in clauses (a) or (b) of the amount then due upon acceleration, if any, pursuant to Section 4 of such Holder’s Note(s)definition thereof; and thenor (v) Fifth, to pay each Holder who has exercised its repurchase rights under Section 5 in accordance with the applicable provisions of the Notes, on a pro rata basis, all of the applicable unpaid Repurchase Price for each of the Notes or portions thereof required to be repurchased; and thenRelated Collateral Documents. (vib) Sixth, to pay each Holder any other amount due and payable to such Holder under Neither the Transaction Documents; and then (vii) Seventh, the remaining amount, if any, to the Grantor. provided, however, that if the amount of funds held by Trustee nor the Collateral Agent is insufficient to pay all amounts due to shall have any duty or liability for determining the Holders pursuant to clauses (ii) and (iv) above, then the amount paid to the Holders pursuant to Company’s compliance with this Section 15(b) shall be prorated among 17.05, but instead may rely on the Holders in proportion to Officer’s Certificates issued by the respective amounts due each Holder pursuant to the particular such clause or clauses for which such funds are insufficientCompany under this Section 17.05. (c) At any time The security interests granted under this Indenture and from time to time prior to termination all Related Collateral Documents will terminate upon the full and final payment and performance of all Note Obligations (other than contingent indemnification obligations for which no claim has been made) of the Security Interest pursuant to Section 15(a)Company and any other obligors, if any and as applicable, under this Indenture, the Notes, the Note Guarantees and the Related Collateral Agent shall release any of the Collateral only with the prior written consent of the Majority HoldersDocuments. (d) Upon The release of any such termination Collateral from the terms of the Security Interest Related Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof or affect the Lien of this Indenture or the Related Collateral Documents if and to the extent the Collateral is released pursuant to this Indenture or the Related Collateral Documents or upon the satisfaction and discharge of this Indenture. For the avoidance of doubt, the requirements of Section 314(d) of the Trust Indenture Act shall not apply to any release of all the Collateral. (e) Upon such release or any release of Collateral or any part thereof in accordance with the provisions of this Indenture or the Related Collateral Documents, upon the request and at the sole cost and expense of the Company and the Subsidiary Guarantors, the Trustee shall direct the Collateral Agent to and upon such request and direction, the Collateral Agent willshall: (i) assign, at the expense of the Grantor, execute transfer and deliver to the Grantor Company or the applicable Subsidiary Guarantor, as the case may be, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such documents of the Collateral or any part thereof to be released as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms of the Related Collateral Documents; (ii) execute and deliver UCC financing statement amendments or releases (which shall be prepared by the Company or any Subsidiary Guarantor) to the extent necessary to delete such Collateral or any part thereof to be released from the description of assets in any previously filed financing statements; and (iii) execute and deliver such documents, instruments or statements (which shall be prepared by the Company) and take such other actions action as the Grantor shall reasonably Company may request to cause to be released and reconveyed to the Company, or the applicable Subsidiary Guarantor, as the case may be, such Collateral or any part thereof to be released and to evidence or confirm that such Collateral or any part thereof to be released has been released from the termination Liens of each of this Indenture and each of the Security Interest and deliver to the Grantor all Related Collateral so released then in its possessionDocuments.

Termination of Security Interest; Release of Collateral. (a) Upon the payment in full of all principal of and premium, if any, and interest on the Notes and the payment in full of all other amounts for Obligations that are due and payable at such time, and if no claims for payment by the Company of any Obligations are at the time pending, the Security Interest shall terminate and all rights to the Collateral shall revert to the Grantor. (b) The Security Interest shall terminate and the Collateral Agent shall release funds from the Collateral Account upon the request of the Grantor if all the following conditions precedent are satisfied: (1) no Event of Default and no event, which, with notice or passage of time, or both, would become an Event of Default has occurred and is continuing; (2) no Repurchase Event has occurred with respect to which any Holder has the right to exercise repurchase rights pursuant to Section 5 of its Note or with respect to which any Holder has exercised such repurchase rights and the Repurchase Price has not been paid to such Holder or deposited in accordance with Section 7(k) of such Holder's Note and no event which, with notice or passage of time, or both, would become a Repurchase Event has occurred and is continuing; (3) the Registration Statement shall be effective and available for use by the Holders for the resale of the shares of Common Stock issued and issuable upon conversion of the Notes and issued or issuable upon exercise of the Warrants, the Redemption Warrants and the Other Redemption Warrants, as the case may be, and is reasonably expected to remain effective and available for such use for at least 30 days thereafter, and the Grantor shall be in compliance in all material respects with its obligations under the Registration Rights Agreements; (4) all amounts due and payable by the Grantor pursuant to Section 17 have been paid; (5) No Maximum Share Amount Deficiency Exists under any Purchase Agreement; (6) the Earnings Release Condition shall have been satisfied and the Holders and the Grantor shall have given the Collateral Agent and the Holders the Release Certificate relating thereto; and (7) during the ten Business Days after the Grantor shall have given the Release Certificate to the Collateral Agent and the Holders, no Holder shall have notified the Collateral Agent that it objects to such release based on a failure to comply with this Section 15(b), which notice shall set forth a brief statement of the basis for such objection. (c) In case at any time the amount in the Collateral Account that has not previously been released pursuant to this Section 15 shall exceed 50 percent of the aggregate outstanding principal amount of the Notes at such time, the Grantor shall be entitled to request release of funds held in the Collateral Account if all of the following conditions precedent are satisfied: (1) no Event of Default and no event, which, with notice or passage of time, or both, would become an Event of Default has occurred and is continuing; (2) no Repurchase Event has occurred with respect to which any Holder has the right to exercise repurchase rights pursuant to Section 5 of its Note or with respect to which any Holder has exercised such repurchase rights and the Repurchase Price has not been paid to such Holder or deposited in accordance with Section 7(k) of such Holder's Note and no event which, with notice or passage of time, or both, would become a Repurchase Event has occurred and is continuing; (3) the Registration Statement shall be effective and available for use by the Holders for the resale of the shares of Common Stock issued and issuable upon conversion of the Notes and issued or issuable upon exercise of the Warrants, the Redemption Warrants and the Other Redemption Warrants, as the case may be, and is reasonably expected to remain effective and available for such use for at least 30 days thereafter, and the Grantor shall be in compliance in all material respects with its obligations under the Registration Rights Agreements; (4) all amounts due and payable by the Grantor pursuant to Section 17 have been paid; (5) the Grantor shall have furnished a request to the Collateral Agent, with copies to each Holder, stating: (A) the aggregate outstanding principal amount of the Notes; (B) the amount by which the funds held in the Collateral Account exceed 50 percent of the aggregate outstanding principal amount of the Notes; (C) that the Grantor is requesting release of the amount stated in such request pursuant to the immediately preceding clause (B); and (D) that all of the requirements of this Section 15(c) for release of such Collateral, other than the requirements of Section 15(c)(7), have been satisfied; (6) no Maximum Share Amount Deficiency exists under any Purchase Agreement; and (7) during the ten Business Days after the Grantor shall have given the request specified in the immediately preceding clause (5) of this Section 15(c) to the Holder and the Collateral Agent, no Holder shall have notified the Collateral Agent that it objects to such release based on a failure to comply with this Section 15(c), which notice shall set forth a brief statement of the basis for such objection. (d) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall disburse the funds held by it pursuant to this Agreement as follows: (i) First, to pay any amounts payable to the Collateral Agent pursuant to Section 17 that have not been paid by the Grantor; (ii) Second, to pay each Holder on a pro rata basis the amount of all accrued and unpaid interest (and interest, if any, thereon at the Default Rate) then due each Holder in accordance with the terms of their respective Notes through the most recent Interest Payment Date; (iii) Third, to pay each Holder on a pro rata basis the amount, if any, of unpaid principal then due on the Installment Maturity Date or Final Maturity Date, as the case may be, of any installment of principal of such Holder’s 's Notes; (iv) Fourth, to pay each Holder, on a pro rata basis, the amount then due upon acceleration, if any, pursuant to Section 4 of such Holder’s 's Note(s); and then (v) Fifth, to pay each Holder who has exercised its repurchase rights under Section 5 of the Notes, on a pro rata basis, all of the applicable unpaid Repurchase Price for each of the Notes or portions thereof required to be repurchased; and then (vi) Sixth, to pay each Holder any other amount due and payable to such Holder under the Transaction Documents; and then (vii) Seventh, the remaining amount, if any, to the Grantor. provided, however, that if the amount of funds held by the Collateral Agent is insufficient to pay all amounts due to the Holders pursuant to clauses (ii) and (iv) above, then the amount paid to the Holders pursuant to this Section 15(b15(d) shall be prorated among the Holders in proportion to the respective amounts due each Holder pursuant to the particular such clause or clauses for which such funds are insufficient. (ce) At any time and from time to time prior to termination of the Security Interest pursuant to Section 15(a) or 15(b) or release of all Collateral pursuant to Section 15(c), the Collateral Agent shall release any of the Collateral only with the prior written consent of the Majority Holders. (df) Upon any such termination of the Security Interest or release of all the Collateral, the Collateral Agent will, at the expense of the Grantor, execute and deliver to the Grantor such documents and take such other actions as the Grantor shall reasonably request to evidence the termination of the Security Interest and deliver to the Grantor all Collateral so released then in its possession.