Common use of Termination; Release of Collateral Clause in Contracts

Termination; Release of Collateral. (a) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest shall terminate when all the Secured Obligations have been paid in full (excluding contingent obligations as to which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement. (b) The Administrative Agent may release any Grantor (other than the Borrower) from its obligations hereunder, and the Security Interest in the Collateral of such Grantor shall automatically be released (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent did not provide otherwise or (ii) upon the effectiveness of any written consent to such release pursuant to Section 10.01 of the Credit Agreement. (c) Upon any disposition of Collateral in connection with any disposition permitted under the Credit Agreement or any other Loan Document (other than a sale or transfer to a Grantor), or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.01 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) of this Section 8.15, the Administrative Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC or PRUCC termination statements and similar documents that the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 8.15 shall be without recourse to, or warranty by, the Administrative Agent.

Termination; Release of Collateral. (a) Any Lien upon any Collateral will be released (i) automatically, if the Collateral constitutes property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by the Credit Agreement; or (ii) upon request of the Lead Borrower, constituting DDA or Blocked Accounts closed by the Loan Parties pursuant to Section 2.18(f) of the Credit Agreement subject to compliance by the Loan Parties with all of the terms and conditions of Section 2.18 of the Credit Agreement. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Administrative Agent shall execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in Section 8.17(a); provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest granted herein shall terminate when (i) the Commitments have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Secured Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full full, (excluding contingent obligations as iii) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to which no claim has been madethe applicable Issuing Banks) and (iv) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the Lenders have no further commitment to lend under the Credit Agreement. (b) The Administrative Agent may release any Grantor (other than the Borrower) from its obligations hereunder, and the Security Interest in the Collateral of such Grantor shall automatically be released (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent did not provide otherwise or (ii) upon the effectiveness of any written consent to such release pursuant to Section 10.01 of the Credit Agreement. (c) Upon any disposition of Collateral in connection with any disposition permitted under the Credit Agreement or any other Loan Document (other than a sale or transfer to a Grantorapplicable Issuing Banks), or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.01 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) of this Section 8.15, at which time the Administrative Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC or PRUCC termination statements and similar documents that the Grantors shall reasonably request to evidence such termination; provided, however, that the Credit Agreement, this Agreement, and the Security Interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Borrower, Grantor or other Loan Party. Any execution and delivery of termination statements or documents pursuant to this Section 8.15 8.17 shall be without recourse to, or warranty by, the Administrative AgentAgent or any other Secured Party.

Termination; Release of Collateral. (a) Except This Agreement, the Lien in favor of the Agent (for those provisions which expressly survive the termination thereofbenefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations upon Payment in Full of the Secured Obligations, provided, however, that (A) this Agreement and Agreement, the Security Interest and all other security interests granted hereby shall terminate when all be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (B) in connection with the termination of this Agreement, the Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations have been paid in full that may subsequently be reversed or revoked, (excluding contingent y) any obligations as that may thereafter arise with respect to which no claim has been madebank products or cash management services, and (z) and the Lenders have no further commitment to lend any Secured Obligations that may thereafter arise under Section 9.3 of the Credit Agreement. (b) The Administrative Agent may release any Grantor (other than the Borrower) from its obligations hereunder, and the Security Interest in the Collateral of such Grantor shall automatically be released (i) if such Person ceases to be a Subsidiary as a result from the Lien of a transaction permitted by this Agreement in accordance with the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent did not provide otherwise or (ii) upon the effectiveness of any written consent to such release pursuant to Section 10.01 provisions of the Credit Agreement. (c) . Upon termination hereof or any disposition release of Collateral in connection accordance with any disposition permitted under the Credit Agreement or any other Loan Document (other than a sale or transfer to a Grantor), or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.01 provisions 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)Agent shall, (b) or (c) upon the request and at the sole cost and expense of this Section 8.15the Grantors, the Administrative Agent shall execute assign, transfer and deliver to the Grantors, at against receipt and without recourse to or warranty -29- by the Grantors’ expenseAgent, such of the Collateral to be released (in the case of a release) or all UCC of the Collateral (in the case of termination of this Agreement) as may be in possession of the Agent and as shall not have been sold or PRUCC termination statements otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and similar documents that the Grantors shall reasonably request to evidence such termination. Any execution and delivery of instruments (including UCC‑3 termination statements or documents releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this Section 8.14, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this Section 8.15 shall be without recourse to, or warranty by, the Administrative Agent8.

Termination; Release of Collateral. (a) Except for those provisions which expressly survive the termination thereof, this Agreement and the Security Interest shall terminate when all the Secured Obligations have been paid in full (excluding contingent obligations as to which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement. (b) The Administrative Agent may release any Grantor (other than the Borrower) from its obligations hereunder, and the Security Interest in the Collateral of such Grantor shall automatically be released (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent did not provide otherwise or (ii) upon the effectiveness of any written consent to such release pursuant to Section 10.01 of the Credit Agreement. (c) Upon any disposition of Collateral in connection with any disposition permitted under the Credit Agreement or any other Loan Document (other than a sale or transfer to a Grantor), or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.01 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) of this Section 8.158.17, the Administrative Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all UCC or PRUCC termination releases, discharges, financing statements and similar documents that the Grantors shall reasonably request to evidence such terminationtermination or release. Any execution and delivery of termination releases, discharges, financing statements or documents pursuant to this the Section 8.15 8.17 shall be without recourse to, or warranty by, the Administrative Agent.

Termination; Release of Collateral. (a) Except for those provisions which expressly survive This Agreement shall continue in effect (notwithstanding the termination thereof, this Agreement and fact that from time to time there may be no Secured Obligations or commitments therefor outstanding) until the Security Interest shall terminate when all payment in full of the Secured Obligations have been paid in full (excluding contingent obligations as to which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement. (b) The Administrative Agent may release any Grantor (other than the Borrower) from its obligations hereunder, and the Security Interest in the Collateral of such Grantor shall automatically be released (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent did not provide otherwise or (ii) upon the effectiveness of any written consent to such release pursuant to Section 10.01 termination of the Credit Agreement. (c) Upon Agreement in accordance with its terms, at which time the security interests granted hereby shall terminate and any disposition of Collateral in connection with any disposition permitted under the Credit Agreement or any other Loan Document (other than a sale or transfer to a Grantor), or upon the effectiveness of any written consent and all rights to the release Pledged Collateral shall revert to the applicable Pledgor. Upon such termination, the Agent shall promptly return to the applicable Pledgor, at such Pledgor’s expense, such of the Security Interest granted hereby in any Pledged Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to Section 10.01 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) of this Section 8.15, the Administrative terms hereof. The Agent shall will promptly execute and deliver to the Grantors, at the Grantors’ expense, all UCC or PRUCC termination statements and similar applicable Pledgor such other documents that the Grantors as such Pledgor shall reasonably request to evidence such termination. Any execution and delivery . (b) The Agent will, promptly upon request of termination statements or documents pursuant to this Section 8.15 any Pledgor (which request shall be without recourse toaccompanied by any documentation the Agent may reasonably request to confirm that any applicable conditions to the Agent’s acting upon such request have been satisfied (on which documentation the Agent may conclusively rely absent written notice to the contrary)), release its security interest in any Pledged Collateral (i) that is disposed of by such Pledgor as part of or warranty byin connection with any Disposition permitted under the Credit Agreement or (ii) so long as no Default or Event of Default exists or would result therefrom, representing equity interests of a Subsidiary (other than a Subsidiary that is a Subsidiary Borrower) that has ceased to be a Material Domestic Subsidiary or a Material Foreign Subsidiary, as the Administrative Agentcase may be.