Common use of Termination; Release of Collateral Clause in Contracts

Termination; Release of Collateral. Subject to Section 7.5 hereof, and except for those provisions which expressly survive the termination thereof, the Credit Agreement and this Agreement shall terminate when all the Obligations have been paid and performed in full, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute or authorize and deliver to the Pledgors, at the Pledgors' expense, all UCC termination statements and similar documents that the Pledgors shall reasonably request to evidence such termination and shall return to Pledgors all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents representing the Pledged Collateral that are in the Collateral Agent's possession; provided, however, that the Credit Agreement and this Agreement shall be reinstated if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Borrower, Pledgor or other Loan Party, and provided further that the Security Interest granted herein shall not terminate as to any indemnification obligation of any Borrower, Pledgor or other Loan Party which expressly survives the termination of the Credit Agreement and this Agreement, including, without limitation, the obligations of the Loan Parties set forth in Section 9.03 of the Credit Agreement. Any execution and delivery of termination statements or documents pursuant to this Section 14 shall be without recourse to, or warranty by, the Collateral Agent.

Termination; Release of Collateral. This Agreement shall continue in full force and effect until full performance and indefeasible payment in full in cash of all Secured Obligations (other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) and termination of any commitments to extend credit under any of the Loan Documents. Notwithstanding any other provision of this Agreement or any Loan Document, no termination of this Agreement shall affect Secured Party’s or Lenders’ rights or any of the Secured Obligations existing as of the effective date of such termination until the Secured Obligations have been fully performed and indefeasibly paid in cash in full (other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) and Pledgor shall have executed and delivered releases in favor of Agent and Lenders in form and substance satisfactory to Agent, in its Permitted Discretion (provided, however, that such release may exclude claims filed by Pledgor against Secured Party or any Lender prior to the payoff contemplated in this Section 6.11 to the extent arising out of the gross negligence, willful misconduct or fraud of Secured Party or any Lender). The Liens granted to Secured Party, for its benefit and the benefit of the Lenders, hereunder and any financing statements filed pursuant hereto and the rights and powers of Secured Party and Lenders hereunder shall continue in full force and effect until all of the Secured Obligations have been fully performed and indefeasibly paid in full in cash (other than indemnity obligations under the Loan Documents not then due and payable for any events of claims that would give rise thereto that are not then pending) and Pledgor shall have executed and delivered releases in favor of Agent and Lenders in form and substance satisfactory to Agent, in its Permitted Discretion. Subject to Section 7.5 hereof12.3 of the Loan Agreement, promptly following full performance and except satisfaction and indefeasible payment in full in cash of all Secured Obligations (other than indemnity obligations under the Loan Documents not then due and payable for those provisions which expressly survive any events of claims that would give rise thereto that are not then pending) and the termination thereofof any commitments to extend credit under any Loan Documents, the Credit Agreement and this Agreement Liens created hereby shall terminate when all the Obligations have been paid and performed in full, the Secured Party and Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank shall execute and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreementdeliver such documents, at which time Pledgor’s expense, as are necessary to release their Liens in the Collateral Agent shall execute or authorize and deliver to the Pledgors, at the Pledgors' expense, all UCC termination statements and similar documents that the Pledgors shall reasonably request to evidence such termination and shall return to Pledgors all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents representing the Pledged Collateral that are in the Collateral Agent's possessionto Pledgor; provided, however, that the Credit Agreement parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents or the return of any Collateral, if and this Agreement to the extent that any such payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment shall be reinstated revived and shall continue as if at any time payment, such payment had not been received by Agent or any Lender and the Liens created hereby shall be revived automatically without any action on the part thereofof any party hereto and shall continue as if such payment had not been received by Agent or any Lender. Secured Party and each Lender shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such Collateral is free and clear, on the date of such delivery, of any Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Borrower, Pledgor or other Loan Party, and provided further that the Security Interest granted herein shall not terminate as to any indemnification obligation of any Borrower, Pledgor or other Loan Party which expressly survives the termination of the Credit Agreement and this Agreement, including, without limitation, the obligations of the Loan Parties set forth in Section 9.03 of the Credit Agreement. Any execution and delivery of termination statements or documents pursuant to this Section 14 shall be without recourse to, or warranty by, the Collateral Agentall Liens arising from its own acts.

Termination; Release of Collateral. Subject Notwithstanding anything in this Agreement to Section 7.5 hereofthe contrary, unless an Event of Default shall be in existence, the Company may, sell, assign, transfer or otherwise dispose of any Pledged Collateral pledged by the Company in a bona fide sale transaction to an unaffiliated third party so long as (i) the Company receives consideration at least equal to the fair market value of such Pledged Collateral, (ii) at least 75% of the consideration paid to the Company is in the form of cash or the assumption of liabilities of the Company or its subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or Guarantee) as a result of which the Company (and its subsidiaries) are no longer obligated with respect to such liabilities, and except for those provisions which expressly survive (iii) the termination thereofCompany delivers a certificate of its President or Chief Financial Officer to the Collateral Agent and the Secured Parties certifying that such sale or other disposition complies with the foregoing. The proceeds of any such sale of the Pledged Collateral shall be applied in accordance with the terms of Section 4.12 of the June 27, 2007 Indenture, if applicable, and in the event that the Company is required to make an offer to repurchase the 2007 Notes (or any refinancing thereof to the extent permitted by the Intercreditor Agreement and the Subscription Agreement (the “Refinanced Notes”)) pursuant to said Section 4.12 (or any successor provision in respect of any Refinanced Notes), the Credit Agreement Allocable Excess Proceeds (as defined in the June 27, 2007 Indenture) shall be applied to the 2007 Notes or the Refinanced Notes, as applicable, in accordance with said Section 4.12 (or such successor provision in respect of any Refinanced Notes) and the balance of such Allocable Excess Proceeds, if any, shall be applied to any accrued and unpaid interest and then to the outstanding principal balance of the Notes on a pari passu basis among the Holders; provided, however, if the First Priority Obligations Payment Date shall have occurred, the entire Allocable Excess Proceeds that would exist under the June 27, 2007 Indenture if the 2007 Notes were outstanding under the June 27, 2007 Indenture, shall be applied to pay any accrued and unpaid interest on the Notes and then to the outstanding principal amount of the Notes, on a pari passu basis. In addition, the Pledged Collateral pledged by the Company shall be subject to release in accordance with Section 10.04 of the June 27, 2007 Indenture (such Pledged Collateral referred to in the immediately preceding sentence being the “Released Collateral”) The Liens under this Agreement shall terminate when all the Obligations have been paid with respect to such Pledged Collateral upon such sale, transfer, assignment, disposition and performed in full, the Lenders have no further commitment payment as aforesaid pursuant to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agentthis Section 36, and upon the Issuing Bank has no further obligation to issue Letters written request of Credit under the Credit AgreementCompany, at which time the Collateral Agent shall execute or authorize and deliver to the Pledgorsdeliver, at the Pledgors' expensecost of the Company, all UCC termination statements and similar documents that such instrument or document as may be necessary to release the Pledgors shall reasonably request to evidence such termination and shall return to Pledgors all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents representing the Pledged Collateral that are in the Collateral Agent's possessionLiens granted hereunder; provided, provided further however, that (i) the Credit Agreement and this Agreement Collateral Agent shall not be reinstated if at required to execute any time payment, such documents on terms which would expose the Collateral Agent or any part thereof, holder of the Notes to liability or create any Obligation is rescinded obligation or must otherwise be restored by entail any Secured Party upon consequence other than the bankruptcy release of such Liens without recourse or reorganization of any Borrower, Pledgor or other Loan Partywarranty, and provided further that the Security Interest granted herein (ii) such release shall not terminate as to in any indemnification obligation of manner discharge, affect or impair the Secured Obligations or any Borrower, Pledgor Liens on (or other Loan Party which expressly survives the termination obligations of the Credit Agreement and this AgreementCompany in respect of) all interests retained by the Company, including, including without limitation, the obligations proceeds of any sale, all of which shall continue to constitute part of the Loan Parties set forth in Section 9.03 of Pledged Collateral pledged by the Credit Agreement. Any execution and delivery of termination statements or documents pursuant to this Section 14 shall be without recourse to, or warranty by, the Collateral AgentCompany.

Termination; Release of Collateral. Subject Notwithstanding anything in this Agreement to Section 7.5 hereof, and except for those provisions which expressly survive the termination thereofcontrary, the Credit Agreement Pledgor may, to the extent permitted by Section 4.12 in the HY Note Indenture and Section 4.12 in the Convertible Note Indenture, sell, assign, transfer or otherwise dispose of any Pledged Collateral. In addition, the Pledged Collateral shall be subject to release in accordance with Section 10.04 in the HY Note Indenture and Section 10.04 in the Convertible Note Indenture (such Pledged Collateral and the Pledged Collateral referred to in the immediately preceding sentence being the “Released Collateral”). The Liens under this Agreement shall terminate when all the Obligations have been paid and performed in full, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory with respect to the Issuing Bank Released Collateral upon such sale, transfer, assignment, disposition or release and upon the Administrative Agentwritten request of the Pledgor, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute or authorize and deliver to the Pledgorsdeliver, at the Pledgors' expensecost of the Pledgor, all UCC termination statements and similar documents that such instrument or document as may be necessary to release the Pledgors shall reasonably request to evidence such termination and shall return to Pledgors all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents representing the Pledged Collateral that are in the Collateral Agent's possessionLiens granted hereunder; provided, however, that (i) the Credit Agreement and this Agreement Collateral Agent shall not be reinstated if at required to execute any time paymentsuch documents on terms which, in the Trustee’s opinion, would expose the Collateral Agent or any part thereof, Holder to liability or create any obligation or entail any consequence other than the release of any Obligation is rescinded such Liens without recourse or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Borrower, Pledgor or other Loan Partywarranty, and provided further that the Security Interest granted herein (ii) such release shall not terminate as to in any indemnification obligation of manner discharge, affect or impair the Liabilities or any Borrower, Pledgor Liens on (or other Loan Party which expressly survives the termination obligations of the Credit Agreement and this AgreementPledgor in respect of) all interests retained by the Pledgor, including, including without limitation, the obligations proceeds of any sale, all of which shall continue to constitute part of the Loan Parties set forth in Section 9.03 of the Credit Agreement. Any execution and delivery of termination statements or documents pursuant to this Section 14 shall be without recourse to, or warranty by, the Collateral AgentPledged Collateral.

Termination; Release of Collateral. Subject to Section 7.5 hereof, and except for those provisions which expressly survive the termination thereof(a) This Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Credit Agreement Parties) and this Agreement all other security interests granted hereby shall terminate when with respect to all Secured Obligations upon Payment in Full of the Obligations have been paid and performed in fullSecured Obligations, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute or authorize and deliver to the Pledgors, at the Pledgors' expense, all UCC termination statements and similar documents that the Pledgors shall reasonably request to evidence such termination and shall return to Pledgors all Pledged Securities, any and all Investment Property, and any and all certificates or other instruments or documents representing the Pledged Collateral that are in the Collateral Agent's possession; provided, however, that (A) this Agreement, the Credit Agreement Security Interest and this Agreement all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Secured Credit Party or any Grantor upon the bankruptcy or reorganization of any Borrower, Pledgor Grantor or other Loan Partyotherwise, and provided further that the Security Interest granted herein shall not terminate as to any indemnification obligation of any Borrower, Pledgor or other Loan Party which expressly survives (B) in connection with the termination of the Credit Agreement and this Agreement, includingthe 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 that may subsequently be reversed or revoked, without limitation(y) any obligations that may thereafter arise with respect to bank products or cash management services, the obligations of the Loan Parties set forth in and (z) any Secured Obligations that may thereafter arise under Section 9.03 9.3 of the Credit Agreement. Any execution (b) The Collateral shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and delivery at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty -29- by the Agent, such of the Collateral to be released (in the case of a release) or all 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 otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral, proper documents and 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 14 8.14. The Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which the Agent in good faith believes to be without recourse to, or warranty by, the Collateral Agent.permitted) by this Section 8.14. [SIGNATURE PAGES FOLLOW] -30-