Common use of Release of Collateral Clause in Contracts

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSubject to Sections 12.03(b) of the Credit Agreementand 12.04 hereof, the Collateral shall automatically may be released from the Lien and security interest created hereby and this Agreement and all obligations (other than those expressly stated by the Collateral Documents at any time or from time to survive such termination) time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and each Grantor hereunder shall terminateexpense, all without delivery under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any instrument or performance of any act by any party, and all rights the Collateral to the Collateral shall revert extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the Grantors. Each Grantor (or such Grantor’s designee) extent property is hereby authorized subject to file UCC-3 amendmentsa lease, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the upon termination of the Liens so releasedlease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; providedor (vi) upon payment in full of the principal of, howevertogether with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that in no event is any Grantor authorized are due and payable at or prior to execute any instrumentthe time such principal, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder together with accrued and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationunpaid interest are paid. (b) If Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be directed made unless (i) consent to such release has been given by the requisite percentage or permitted number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to subsection 8.10(bthe second sentence of this clause (b) but for the occurrence and continuation of the Credit Agreement to release any Lien or any Collateral, such Collateral an Event of Default shall be released from the Lien created hereby when such Event of Default and all other Events of Default under this Agreement cease to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseexist. (c) At Upon satisfaction of all conditions precedent under this Agreement and the time provided in subsection 8.10(b) Collateral Documents, if any, to such release have been met and any necessary or proper instruments of the Credit Agreementtermination, then, upon the request of satisfaction or release prepared by the Borrower, unless as a condition the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the consent Borrower’s expense) such instruments or releases to evidence the release of Agent and Lenders any Collateral permitted to such sale, if applicable, such Grantor is required to remain subject be released pursuant to this Agreement, a Grantor Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be released from its obligations hereunder liable for any such release executed in accordance with the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsterms hereof.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement (or as otherwise permitted or required by the Intercreditor Agreement) to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionsubsection (or the Intercreditor Agreement, as the case may be). In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided This Agreement shall remain in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released effect from the Lien created Effective Date through and including the Termination Date. Upon the Termination Date, (i) the Liens granted on the Account Collateral hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Account Collateral shall revert to the Grantors. Each Grantor Account Party, (or such Grantor’s designeeii) is hereby authorized the Issuing Lender shall promptly assign, release, transfer and deliver to file UCC-3 amendmentsthe Account Party the Account Collateral held by it hereunder, termination statements all instruments of assignment executed in connection therewith, together with all monies held by the Issuing Lender hereunder, free and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination clear of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any hereof and (iii) the Issuing Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and will promptly execute and deliver to such Grantor the Account Party such documents and instruments (including but not limited to appropriate Code termination statements) as such Grantor the Account Party shall reasonably request to evidence such terminationtermination in each such case at the sole expense of the Account Party. (b) If In addition, so long as no Event of Default shall have occurred and be continuing, upon at least three Business Days’ prior written notice to the Agent Issuing Lender, the Account Party may, request the release of and payment to the Account Party (and the Issuing Lender agrees to release and pay to the Account Party) any Collateral on deposit in the Collateral Account so long as after giving effect to any such release the Account Balance shall be directed equal or permitted pursuant to subsection 8.10(b) exceed 103% of the Credit Agreement to release Outstanding Amount. Upon any Lien or any Collateralsuch release, such Collateral the Issuing Lender shall be released from the Lien created hereby promptly assign, release, transfer and deliver to the extent provided under, Account Party the Account Collateral so released and subject to the terms and conditions set forth in, such subsection. In all instruments of assignment executed in connection therewith, free and clear of the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseLiens hereof. (c) At All payments to the time provided in subsection 8.10(bAccount Party under paragraphs (a) and (b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition this Section 2.5 shall be paid to the consent of Agent and Lenders account specified in writing to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted Issuing Lender by the Loan DocumentsAccount Party. (d) The Account Party agrees that it will not request or be entitled to a release of Collateral, except as expressly provided for herein.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSections 10.8(b)(i) and (iii) (Concerning the Collateral and the Collateral Documents) of the Credit AgreementAgreement and to the extent required under such provisions, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder with respect to such Collateral shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the such Collateral (if any) shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any such Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement. In connection therewith, the Collateral Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; provided, however, that is not a Credit Party, the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in a form and substance satisfactory to the Collateral Agent stating that such transaction permitted by is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At the time provided in subsection Section 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to Upon written request by Grantors, Agent shall promptly file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time UCC amendments evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release released pursuant to this Section 8.2the previous sentence. At the request of any Grantor following any such termination, the Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and shall promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection Section 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 8.10(b) of the Credit Agreement. In connection therewith, the Agent, at the request of any Grantor, shall promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection Section 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrower Representative, a Grantor shall be automatically released from its obligations hereunder in the event that all the Stock Shares and Stock Share Equivalents of such Grantor shall be sold to any Person that is not an Affiliate of Holdings, a Credit Party, the Borrower and or the Subsidiaries of the a Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 16.12(a)(i) (Collateral Matters) of the Credit Loan Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bSection 16.12(a)(ii), (iii) or (iv) (Collateral Matters) of the Credit Loan Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Loan Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 16.12(a)(ii), (iii) or (iv) (Collateral Matters) of the Loan Agreement. In connection therewith, the Administrative Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; provided, however, that is not a Credit Party, the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release (or such later date as may be acceptable to the Administrative Agent), a written request for release identifying the relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in a form and substance satisfactory to the Administrative Agent stating that such transaction permitted by is in compliance with the Loan Agreement and the other Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(iii) of Section 10.10 of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time UCC amendments and any other necessary documents evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.10(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(iii) of Section 10.12 of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time UCC amendments and any other necessary documents evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.12(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.12(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. The parties agree that pursuant to the provisions of this Section 27 and Sections 2.3 and 2.7 of the Master Collateral Agency Agreement, any and all Liens created under the Master Collateral Agency Agreement for the benefit of the ARG Trustee, as Beneficiary under the Master Collateral Agency Agreement, on the Vehicles and the Certificates of Title therefor shall be released or deemed to be released thereunder, as provided below. From and after the earlier of: (a) At in the time provided in subsection 8.10(b)(iii) case of a Vehicle subject to a Guaranteed Depreciation Program, the date of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated sale of such Vehicle by an auction dealer to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any a third party, and all rights to in the Collateral shall revert to case of any other Program Vehicle, the Grantors. Each Grantor Disposition Date for such Vehicle, and, in any case, in accordance with Section 8 of Annex A, if applicable; or (or such Grantor’s designeeb) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination receipt of the purchase price by the Lessor or the Trustee for a Vehicle sold in an ordinary course sale, any and all Liens so for the benefit of the ARG Trustee as Beneficiary under the Master Collateral Agency Agreement on such Vehicle and the Certificate of Title therefor shall be deemed to be released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At Lien for the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) benefit of the Credit ARG Trustee as Beneficiary under the Master Collateral Agency Agreement to release any Lien or any Collateral, such Collateral on the Vehicles and the Certificates of Title therefor shall be released from or deemed to be released if the release of such Lien created hereby would cause an “Amortization Event” or “Potential Amortization Event” to occur with respect to any series of ARG Notes. Subject to the extent provided underServicer’s and the applicable Sub-Servicer’s right to redesignate Program Vehicles as Non-Program Vehicles in accordance with Section 14, and the Lessor or the Servicer or applicable Sub-Servicer, acting as the agent of the Lessor, may sell any Program Vehicle subject to this Lease during the terms Repurchase Period therefor in an ordinary course sale, provided that, if such sale is not made pursuant to the related Manufacturer Program, it is made in accordance with the requirements of this Section 27. The Lessor and conditions set forth in, such subsection. In connection therewitheach Lessee agree that for purposes of this Section 27 if an ordinary course sale occurs during the Repurchase Period with respect to a Program Vehicle, the Agent, at Lessor shall only sell such Vehicle for a purchase price (including any amounts paid by the request of any Grantor, shall execute and deliver to Manufacturer as an incentive for selling such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) Vehicle outside of the Credit Agreementrelated Manufacturer Program), then, upon the request net of the Borrower, unless as a condition to the consent of Agent all fees and Lenders to expenses incurred in connection with such sale, equal to or greater than the Repurchase Price that it would have received under the related Manufacturer Program if applicableit had turned back such Vehicle to the Manufacturer, net of all fees and expenses that would have been incurred in connection with such Grantor is required turn-back, less reasonably predictable Excess Mileage Charges, Excess Damage Charges and other similar charges payable by the Lessor to remain subject to this Agreement, such Manufacturer as a Grantor shall be released from its obligations hereunder in result of the event that all the Stock and Stock Equivalents Lessor’s sale of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsProgram Vehicle.

Release of Collateral. (a) At Upon termination of the time provided Commitments and payment and satisfaction in subsection 8.10(b)(iiifull (in cash or other immediately available funds) of all Loans and all other Obligations and, in respect of contingent Letter of Credit Liabilities, after cash collateral has been deposited with respect thereto or after such Letter of Credit Liabilities have been fully guaranteed by Export Development Canada (EDC) on terms in form and substance acceptable to the Majority Banks in accordance with the terms and conditions of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Pledgee and each Grantor the Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyPerson, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Pledgor. At the request of any Grantor the Pledgor following any such termination, the Agent Pledgee shall deliver to such Grantor the Pledgor any Collateral of such Grantor held by the Agent Pledgee hereunder and execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted Pledgee, pursuant to subsection 8.10(b) the terms of the Credit Agreement to or any other Loan Documents, shall release any Lien or upon any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, in the Credit Agreement or such subsectionother Loan Document. In connection therewith, the AgentPledgee, at the request and of any Grantorthe Pledgor, shall execute and deliver to such Grantor such documents as such Grantor shall the Pledgor all releases or other documents, including, without limitation, UCC amendment or termination statements, reasonably request to evidence such release. (c) At necessary or desirable for the time provided in subsection 8.10(b) release of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to Lien created hereby on such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsCollateral.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (iii) of Section 10.11(b) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time UCC amendments and any other necessary documents evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.11(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.11(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At Upon the time provided in subsection 8.10(b)(iii) of Debt Termination Date (as notified to the Credit AgreementCollateral Agent by the Administrative Agent), the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor Wholly Owned Opco Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantorsapplicable Wholly Owned Opco Guarantor. Each Grantor (or such Grantor’s designee) Wholly Owned Opco Guarantor is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and expense of any Grantor Wholly Owned Opco Guarantor following any such termination, the Collateral Agent shall deliver to such Grantor Wholly Owned Opco Guarantor any Collateral of such Grantor Wholly Owned Opco Guarantor held by the Collateral Agent hereunder and execute and deliver to such Grantor Wholly Owned Opco Guarantor such documents as such Grantor Wholly Owned Opco Guarantor shall reasonably request to evidence such termination. (b) If any Collateral is sold or otherwise transferred by any Wholly Owned Opco Guarantor in a sale or transfer permitted under the Credit Agreement, then the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(b) (acting at the direction of the Credit Agreement to Administrative Agent) shall release any Lien or any Collateral, and such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionin the Credit Agreement and the other Loan Documents. In connection therewith, the Collateral Agent, at the request of any Grantorthe applicable Wholly Owned Opco Guarantor and at the sole expense of the Borrower, shall execute and deliver to such Grantor Wholly Owned Opco Guarantor such documents as such Grantor Wholly Owned Opco Guarantor shall reasonably request to evidence such release. . In addition, in connection with any Permitted Fund Disposition with respect to any Wholly Owned Opco Guarantor (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then“Released Entity”), upon the request conditions set forth in the definition of Permitted Fund Disposition in the Credit Agreement with respect thereto, upon delivery of notice of such release from Borrower to Collateral Agent, countersigned and approved by Administrative Agent, and the security interest granted herein with respect to the Collateral pledged by such Released Entity shall terminate and all rights thereto shall revert to such Released Entity. Upon any such release in accordance with the preceding sentence, the Collateral Agent (acting at the direction of the Borrower, unless as a condition to Administrative Agent) shall update the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject Schedules to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of Agreement to reflect such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsrelease.

Release of Collateral. (a) At On the time provided in subsection 8.10(b)(iii) of the Credit AgreementTermination Date, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of the Collateral Agent or any Lender Secured Party to evidence such release pursuant to this Section 8.27.2. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(b) Article 13 of the Credit Agreement Indenture to release any Lien or on any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionArticle 13. In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) Article 13 of the Credit Agreement, then, upon Indenture and at the request of the BorrowerCompany, unless as a condition to the consent of the Collateral Agent and Lenders Secured Parties to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower Grantor in a transaction permitted by the Loan Indenture Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) Section 5.08 of the Credit Repurchase Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Buyer and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Agent Buyer shall deliver to such Grantor any Collateral of such Grantor held by the Agent Buyer hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination and release. (b) If the Agent Buyer shall be directed or permitted pursuant to subsection 8.10(b) Section 5.08 of the Credit Repurchase Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Omnibus Guaranty), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionin the Omnibus Guaranty. In connection therewith, the AgentBuyer, at the request and sole expense of any Grantorthe applicable Guarantor, shall execute and deliver to such Grantor all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementSeller, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold or disposed; provided, however, that the Seller shall have delivered to any Person that is not the Buyer, at least ten Business Days prior to the date of the proposed release, a Credit Party, written request for release identifying the Borrower relevant Grantor and the Subsidiaries terms of the Borrower sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a transaction permitted certification by the Loan Seller in form and substance satisfactory to the Buyer stating that such transaction is in compliance with the Repurchase Agreement and the other Transaction Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii9.02(c) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(b9.02(c) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionsubsection 9.02(c). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b9.02(c) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrower Representative, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Equity Interests of such Grantor shall be sold to any Person that is not a Credit Party, an Affiliate of the Borrower and or the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At Notwithstanding any other provision of this Agreement or any other Loan Document, upon the time provided occurrence of a Capital Event with respect to the Mortgaged Property as described in subsection 8.10(b)(iiiSection 2.7(a) hereof, Agent, on behalf of the Credit AgreementLenders, the Collateral shall automatically be released from shall, simultaneously with such Capital Event, release of record the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Mortgage and each Grantor hereunder shall terminate, all without delivery UCC-1 financing statements and any other Liens in favor of any instrument or performance of any act by any party, and all rights the Lenders relating to the Collateral shall revert to Mortgaged Property or the Grantors. Each Grantor (or portion thereof affected by such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; Capital Event provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver not be required to such Grantor any Collateral release its Lien unless the Proceeds (or the requisite portion thereof) of such Grantor held by Capital Event are paid to Agent in full satisfaction of the Agent hereunder and execute and deliver to such Grantor such documents Indebtedness as such Grantor shall reasonably request to evidence such terminationrequired hereunder. (b) If In the event Borrower satisfies the outstanding Indebtedness in full, Agent and, at the written direction of Agent, Collateral Agent shall withdraw and hold uninvested for Borrower in an Eligible Account at LaSalle Bank National Association from the Business Day immediately preceding the date upon which the release of funds is to be directed made to Borrower and release on the date on which the outstanding Indebtedness is repaid in full any and all amounts then on deposit in the Reserve Account and/or the Collection Account to Borrower. Upon repayment of the Loan and all other amounts due hereunder and under the Loan Documents in full in accordance with the terms hereof and thereof, the Lenders shall, promptly after such payment, release or permitted cause to be released all Liens with respect to all Collateral (including, without limitation, terminating the tenant direction letters delivered pursuant to subsection 8.10(bSection 2.12(a)) of the Credit Agreement to release any Lien or any Collateralor, such Collateral shall be released from the Lien created hereby to the extent necessary to facilitate future savings of mortgage tax in states that impose mortgage taxes, assign such Liens to Borrower’s new lender(s), provided underthat any such assignments shall be without recourse, and subject to the terms and conditions set forth inrepresentation, such subsection. In connection therewith, the Agent, at the request or warranty of any Grantorkind, except that Agent and each Lender shall execute represent and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. warrant (c1) At the time provided in subsection 8.10(b) then outstanding amount of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Principal Indebtedness and (2) that such Liens have not been previously assigned by Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to or any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsLender.

Release of Collateral. (a) At Upon termination of the time provided Commitments and payment and satisfaction in subsection 8.10(b)(iiifull (in cash or other immediately available funds) of all Loans and all other Obligations and, in respect of contingent Letter of Credit Liabilities, after cash collateral has been deposited with respect thereto or after such Letter of Credit Liabilities have been fully guaranteed by Export Development Canada (EDC) on terms in form and substance acceptable to the Majority Banks in accordance with the terms and conditions of the Credit Agreement, the Collateral Pledged Property shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Pledgee and each Grantor the Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyPerson, and all rights to the Collateral Pledged Property shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Pledgor. At the request of any Grantor the Pledgor following any such termination, the Agent Pledgee shall deliver to such Grantor the Pledgor any Collateral of such Grantor Pledged Property held by the Agent Pledgee hereunder and execute and deliver to such Grantor the Pledgor such documents as such Grantor the Pledgor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted Pledgee, pursuant to subsection 8.10(b) the terms of the Credit Agreement to or any other Loan Documents, shall release any Lien or upon any CollateralPledged Property, such Collateral Pledged Property shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, in the Credit Agreement or such subsectionother Loan Document. In connection therewith, the AgentPledgee, at the request and of any Grantorthe Pledgor, shall execute and deliver to such Grantor such documents as such Grantor shall the Pledgor all releases or other documents, including, without limitation, UCC amendment or termination statements, reasonably request to evidence such release. (c) At necessary or desirable for the time provided in subsection 8.10(b) release of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to Lien created hereby on such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsPledged Property.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionsubsection 8.10(b). In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrower Representative, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and or the Subsidiaries of the a Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(iii) of Section 10.10 (Release of Collateral or Guarantors) of the Second Lien Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.10(b) of the Second Lien Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.10(a) of the Second Lien Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents. In connection therewith, the Administrative Agent, upon receipt of reasonable advance notice from any Grantor, shall execute and deliver such documents as such Grantor shall reasonably request to evidence such release.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) If a release of any Collateral is permitted under Section 7.2 of the Credit Agreement, the such Collateral shall be automatically be released from the Lien created hereby to the extent provided under, and, subject to the terms and this Agreement and all obligations (other than those expressly stated to survive such termination) conditions set forth in Section 7.2 of the Agent and each Grantor hereunder shall terminateCredit Agreement, all rights, licenses, liens and interests of the Lender hereunder with respect to such Collateral shall be released without delivery of any instrument or performance of any act by any party, and all rights to the such Collateral shall revert to the Grantors. Each Grantor (or such applicable Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the AgentLender, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaserelease at the sole cost and expense of Grantor. Following written notice to Lender, each applicable Grantor is hereby authorized to file UCC amendments and to make filings with the Applicable IP Office at such time evidencing the termination of the Liens so released. (b) When all the Obligations (other than contingent obligations) have been irrevocably paid in full and the commitment of the Lender to make ‘any RLOC Advances or otherwise provide credit to Borrower shall have expired, this Agreement shall automatically terminate and all rights, liens and interests of the Lender and the other Secured Parties hereunder with respect to such Collateral shall be released without delivery of any instrument or performance of any act by any party, and all rights to such Collateral shall revert to the applicable Grantor. In connection therewith, the Lender, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release at the sole cost and expense of Grantor. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be automatically released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partyan Affiliate of ZKI, the Borrower and or the Subsidiaries of the Borrower in a transaction expressly permitted by the Loan DocumentsAgreement.

Release of Collateral. (a) At the time provided in subsection Section 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the US Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or Grantor(or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of US Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the US Agent shall deliver to such Grantor any Collateral of such Grantor held by the US Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the US Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the US Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the US Borrower, unless as a condition to the consent of US Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower Borrowers and the Subsidiaries of the Borrower Borrowers in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionsubsection 8.10(b). In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, an Affiliate of the Borrower and or the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At Notwithstanding any other provision of this Agreement or any other Loan Document, upon the time provided occurrence of a Capital Event with respect to the Mortgaged Property as described in subsection 8.10(b)(iii) Section 2.7 hereof, Lender shall, simultaneously with such Capital Event release of record the Lien of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby Mortgages and this Agreement UCC-1 financing statements and all obligations (any other than those expressly stated to survive such termination) Liens in favor of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights Lender relating to the Collateral shall revert to Mortgaged Property or the Grantors. Each Grantor (or portion thereof affected by such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so releasedCapital Event; provided, however, that (i) Lender shall not be required to release its Lien unless any Proceeds of such Capital Event are paid to Lender in no event full satisfaction of the Indebtedness (including any Prepayment Fees, Exit Fees and other amounts due Lender) or to the Collection Account as required hereunder and (ii) with respect to a Capital Event consummated in accordance with this Agreement which does not result in a full satisfaction of the Indebtedness, if the related Mortgaged Property is located in a state that imposes mortgage recording taxes, then Lender shall, in lieu of such release, to the extent necessary to facilitate future savings of mortgage tax, assign at Borrower’s expense, such Liens to the new lender(s), provided that any Grantor authorized to execute any instrumentsuch assignments shall be without recourse, agreement representation, or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request warranty of any Grantor following any kind, except that Lender shall represent and warrant (1) the then outstanding amount of the Principal Indebtedness and (2) that such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held Liens have not been previously assigned by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationLender. (b) If In the Agent event Borrower satisfies the outstanding Indebtedness in full, Lender shall withdraw and hold uninvested for Borrower in an Eligible Account at a financial institution selected by Lender from the Business Day immediately preceding the date upon which the release of funds is to be directed made to Borrower and release on the date on which the outstanding Indebtedness is repaid in full any and all amounts then on deposit in the Reserve Accounts and/or the Collection Account to Borrower. Upon repayment of the Loan and all other amounts due hereunder and under the Loan Documents in full in accordance with the terms hereof and thereof, Lender shall, promptly after such payment, release or permitted cause to be released all Liens with respect to all Collateral (including, without limitation, terminating the tenant direction letters delivered pursuant to subsection 8.10(bSection 2.12(a)) of the Credit Agreement to release any Lien or any Collateralor, such Collateral shall be released from the Lien created hereby to the extent provided undernecessary to facilitate future savings of mortgage tax in states that impose mortgage taxes, and subject to the terms and conditions set forth inassign at Borrower’s expense, such subsection. In connection therewithLiens to Borrower’s new lender(s), the Agentprovided that any such assignments shall be without recourse, at the request representation, or warranty of any Grantorkind, except that Lender shall execute represent and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. warrant (c1) At the time provided in subsection 8.10(b) then outstanding amount of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent Principal Indebtedness and Lenders to (2) that such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is Liens have not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted been previously assigned by the Loan DocumentsLender.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 9.1(a) of the Credit Intercreditor Agreement, the Collateral shall automatically be released from the Lien Liens created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(b) Section 9.1 or 9.2 of the Credit Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreements), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, Section 9.1 or 9.2 of the Intercreditor Agreement (and, upon such subsectionrelease, shall no longer constitute “Collateral” under the Loan Documents and Noteholder Documents). In connection therewith, the Collateral Agent, at the request and sole expense of any Grantorthe Company, shall execute and deliver to the Company all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementCompany, a Grantor (and its Subsidiaries) shall be released from its obligations hereunder and the Lien granted by such Grantor (and its Subsidiaries) on the Collateral pursuant to this Agreement shall be released in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be sold or disposed to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction extent permitted by the Credit Agreements and the Indenture; provided, however, that the Company shall have delivered to the Collateral Agent, at least ten Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company in form and substance reasonably satisfactory to the Collateral Agent stating that such transaction is in compliance with the Credit Agreements, the Indenture, the other Noteholder Documents and the other Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii9.10(b)(iii) of the Credit Agreement, the Collateral shall be automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s its designee) is hereby authorized to file UCC-3 UCC amendments, termination statements and other documentsrelease documents and, such as releases of security interest if necessary, appropriate filings with the Applicable any applicable IP Office, and other documents at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents (including termination statements and intellectual property filing terminations) as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b9.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents (including termination statements and intellectual property filing terminations) as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b9.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, an Affiliate the Borrower and or the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) On the first date (the “Release Date”) on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Baa3” or better or the corporate credit rating of the Parent Borrower from S&P is “BBB-” or better, so long as no Default or Event of Default exists on such date or after giving effect to the release of Liens contemplated hereby, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the time provided in subsection 8.10(b)(iiirequest and sole expense of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release. (b) If any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral. At the request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Subsidiary Guarantor ceases to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if, as a result of such transaction, the Parent Borrower and its Restricted Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Subsidiary Guarantor. In addition, at the request and sole expense of the Parent Borrower, not more than twice during the term of this Agreement after the Funding Date, a Subsidiary Guarantor and the Subsidiaries of such Subsidiary Guarantor shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary Guarantor is Disposed of in a transaction expressly permitted by Section 6.6(e) or (g) (but which does not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any other Indebtedness of any Loan Party. (c) At such time as the Loans, the Reimbursement Obligations, the Bilateral FCI Reimbursement Obligations, the Participation FCI Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit Agreementor FCIs shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(o)(iv), as applicable), the Collateral shall automatically be released from the Lien Liens created hereby by the Guarantee and this Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Loan Parties. At the request and sole expense of any Grantor Loan Party following any such termination, the Administrative Agent shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Administrative Agent hereunder under any Security Document, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. At any time when any Loan Receivable shall (ai) At be pledged to a third party pursuant to an Alternate Transaction permitted by Section 7.05 of the time provided Credit Agreement or (ii) otherwise not be identified as being included in subsection 8.10(b)(iii) of the Borrowing Base on the most recent Borrowing Base Certificate delivered to the Administrative Agent under the Credit Agreement, the Collateral and therefore be deemed Excluded Property, such Loan Receivable (and its related General Intangibles, Instruments, Supporting Obligations and Proceeds) shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Secured Party and each the Grantor to which such Loan Receivable is attributable hereunder shall terminateterminate (with respect to such Loan Receivable), all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral such Loan Receivable shall revert to the Grantors. Each Grantor (or such its respective Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such automatic release and termination, the Agent Secured Party shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the BorrowerSecured Party at any time and from time to time, unless as a condition each Grantor shall provide to the consent of Agent Secured Party the supporting documentation for the most recent Borrowing Base Certificate, and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor information shall be released from made available to the Administrative Agent upon its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partywritten request. In witness whereof, the Borrower and the Subsidiaries each of the Borrower in a transaction permitted by undersigned has caused this Security Agreement to be duly executed and delivered as of the Loan Documents.date first above written. SERVICE BUREAU OF INDIANA, INC. (IN) AG DOCUMENTATION SERVICES, INC. (CA) AMERICAN GENERAL FINANCE MANAGEMENT CORPORATION (IN) AGF FUNDING, INC. AGFS CASH SERVICES, INC. (DE) as Grantor By: Name: Title: Accepted and Agreed as of the date first above written: AGFS Funding Company, as Secured Party By: Name: Title:

Release of Collateral. Except as set forth this Section 2.10, no repayment or prepayment of all or any portion of the Loan shall cause, or give rise to a right to require, or otherwise result in, the release of any lien on the Collateral or any portion thereof. Provided no Event of Default shall have occurred and be continuing, Borrower shall have the right at any time to obtain the release (a) At the time provided in subsection 8.10(b)(iii“Release”) of an Individual Property and the Credit Agreementrelease of Lender’s lien with respect to a portion of the Collateral related to an Individual Property (such portion of the Collateral, the Collateral shall automatically be released “Released Collateral”) from the Lien created hereby lien of the Pledge Agreement thereon (and this Agreement the related Loan Documents) and all the release of Borrower’s obligations under the Loan Documents with respect to such Released Collateral (other than those expressly stated to survive such termination) survive), upon the satisfaction of the Agent and each Grantor hereunder following conditions precedent: (a) Borrower shall terminateprovide Lender with thirty (30) days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice of the proposed Release (the date of Lender’s receipt of such notice shall be referred to herein as the “Release Notice Date”), all without delivery of any instrument or performance of any act which notice shall be revocable by any party, and all rights Borrower prior to the Collateral shall revert consummation of a Release provided that Borrower pays to the Grantors. Each Grantor (Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection with such revocation, including, without limitation, any Breakage Costs or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.similar expenses; (b) If Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Agent date of such Release, a release of lien of the Pledge Agreement (and related Loan Documents) for the Released Collateral for execution by Lender. Such release shall be directed in a form appropriate in each jurisdiction in which the Released Collateral is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide to Lender all other documentation of a ministerial or permitted pursuant administrative nature that Lender reasonably requires to subsection 8.10(bbe delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Credit Agreement liens, security interests and other rights of Lender under the Loan Documents not being released (or as to release any Lien or any Collateral, such the parties to the Loan Documents and Collateral subject to the Loan Documents not being released); (c) The Released Property related to the Released Collateral shall be released from conveyed to a Person other than Borrower, Mortgage Borrower, Guarantor or their respective Affiliates pursuant to a sale of the Lien created hereby Released Property related to such Released Collateral in an arm’s length transaction; (d) As of the date of consummation of the Release, after giving effect to the extent provided underrelease of the lien of the Pledge Agreement encumbering the Released Collateral (and the release of the related Security Instrument(s) encumbering the Released Property associated therewith (and after giving effect to (i) the prepayment required pursuant to Section 2.10(e) hereof and (ii) any prepayment made by Borrower pursuant to the terms and conditions of Section 2.7(a) hereof prior to the consummation of the Release), the Debt Yield with respect to the remaining Individual Properties shall be equal to or greater than the greater of (1) the Closing Date Debt Yield and (2) the Debt Yield of all Individual Properties encumbered by the Security Instruments immediately prior to the consummation of the Release; (e) Borrower shall (A) partially prepay the Debt in accordance with Section 2.7 hereof in an amount equal to the Release Price for the Released Collateral (the “Release Amount”), (B) pay the Breakage Costs and any applicable Interest Shortfall due hereunder in connection therewith, and subject (C) pay any Prepayment Premium due in connection therewith; (f) Intentionally Omitted; (g) Borrower shall pay all of Lender’s reasonable costs and expenses and the costs and expenses of the Rating Agencies in connection with the Release, including, without limitation, counsel fees; and (h) Borrower shall have delivered to Lender evidence satisfactory to Lender that Mortgage Borrower and Mezzanine A Borrower have complied with all of the terms and conditions set forth inin the Mortgage Loan Agreement and the Mezzanine A Loan Agreement, as applicable, with respect to a release of the security interest corresponding to the Release requested pursuant to this Section 2.10. Notwithstanding anything to the contrary contained in this Section 2.10, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.10 (any such matter, a “Release Approval Item”), such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor rights shall be released from construed such that Lender shall only be permitted to withhold its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold consent or approval with respect to any Person that is not a Credit Party, Release Approval Item if the Borrower and same fails to meet the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsPrudent Lender Standard.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) Section 5.1 of the Credit Collateral Trust Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent Collateral Trustee shall deliver to such Grantor any Collateral of such Grantor held by the Agent Collateral Trustee hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent Collateral Trustee shall be directed or permitted pursuant to subsection 8.10(b) Section 5.1 of the Credit Collateral Trust Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the AgentCollateral Trustee, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) Section 5.1 of the Credit Agreement, then, upon Collateral Trust Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementCompany, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, an Affiliate of the Borrower Company and the Subsidiaries of the Borrower Company in a transaction permitted by the Loan Secured Debt Documents.

Release of Collateral. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied in full, in cash and all commitments to extend credit pursuant to this Agreement have terminated (such date, the “Discharge Date”). So long as Borrowers have satisfied the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist and any other obligations which, by their terms, are to survive the termination of this Agreement), this Agreement and any remaining commitments to extend credit may be terminated prior to the Term Loan Maturity Date by Borrowers, by written notice of termination to Lenders. Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. Promptly after the Discharge Date, Administrative Agent shall direct Collateral Trustee to deliver evidence of the release of Collateral. Collateral Trustee hereby agrees that any Liens granted to Collateral Trustee by the Loan Parties on any Collateral shall be automatically released (a) At in accordance with this Section 12.1, upon the time provided satisfaction in subsection 8.10(b)(iii) full, in cash, of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby Obligations and termination of this Agreement and all obligations (other than those expressly stated inchoate indemnity obligations, and any obligations which, by their terms, are to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; providedthis Agreement), however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed if such Collateral is sold, transferred or permitted otherwise disposed of by a Loan Party pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien sale, transfer or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided underother disposition that is made in compliance with, and subject to the terms and conditions set forth inof, this Agreement (and Administrative Agent shall direct Collateral Trustee to deliver evidence of the release of Collateral), or (c) if required to effect any sale, transfer or other disposition of such subsectionCollateral in connection with any exercise of remedies by Administrative Agent or Collateral Trustee pursuant to Section 9. In connection therewithAny 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 Loan Parties in respect of) all interests retained by Administrative Agent, the AgentLenders, or Collateral Trustee in Borrower or any of its Subsidiaries or the Collateral. Upon Borrower Representative’s reasonable request and at Borrower Representative’s sole cost and expense, Administrative Agent and/or the request of any GrantorCollateral Trustee, as applicable, shall execute and execute, deliver to such Grantor or authorize such documents as such Grantor shall may be reasonably request required to evidence any release described above. Any such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor release shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold without recourse to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted or representation or warranty by the Loan DocumentsCollateral Trustee of any kind.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) Upon Discharge of the Credit Agreement, Noteholder Claims the Collateral shall automatically be released from the Lien granted to the Collateral Trustee for the benefit of the Secured Parties created hereby and to the extent that this Agreement relates to such Lien, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and and, subject to the obligations of the Collateral Trustee under the Intercreditor Agreement, all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized Subject to file UCC-3 amendments, termination statements and other documents, such as releases the obligations of security interest with the Applicable IP OfficeCollateral Trustee under the Intercreditor Agreement, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Agent Collateral Trustee shall deliver to such Grantor any Collateral of such Grantor held by the Agent Collateral Trustee hereunder and execute and deliver to such Grantor Grantor, at the sole expense of the Company, such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent Collateral Trustee shall be directed or permitted required pursuant to subsection 8.10(bSection 5.1 (Code and Other Remedies) of the Credit Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Senior Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionin Section 5.1 (Code and Other Remedies) of the Intercreditor Agreement. In connection therewiththerewith but subject to the terms of the Intercreditor Agreement, the AgentCollateral Trustee, at the request and sole expense of any Grantorthe Grantors, shall execute and deliver to the Company, all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such releaseCollateral. (c) At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementGrantors, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold or disposed; provided, however, that the Company shall have delivered to any Person that is not the Collateral Trustee, at least ten Business Days prior to the date of the proposed release, a Credit Party, written request for release identifying the Borrower relevant Grantor and the Subsidiaries terms of the Borrower sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company in form and substance satisfactory to the Collateral Trustee stating that such transaction permitted by is in compliance with the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 9.1(a) of the Credit Intercreditor Agreement, the Collateral shall automatically be released from the Lien created Liens hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and and, subject to the obligations of the Collateral Agent under the Intercreditor Agreement, all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized Subject to file UCC-3 amendments, termination statements and other documents, such as releases the obligations of security interest with the Applicable IP OfficeCollateral Agent under the Intercreditor Agreement, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor Grantor, at the sole expense of the Borrower, such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bSection 9.1(b) or (c) of the Credit Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 9.1(b) or (c) of the Intercreditor Agreement. In connection therewiththerewith but subject to the terms of the Intercreditor Agreement, the Collateral Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower, all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such releaseCollateral. (c) At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementGrantors, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; provided, however, that is not a Credit Party, the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in a form and substance satisfactory to the Collateral Agent stating that such transaction permitted by is in compliance with the Loan Documents.

Release of Collateral. (a) On the first date (the “Release Date”) on which the corporate family rating of the Parent from M▇▇▇▇’▇ is “Baa3” or better or the corporate credit rating of the Parent from S&P is “BBB-” or better, subject to any additional condition required by the Lenders providing any Incremental Term Loans as provided in Section 2.1(b), and so long as no Default or Event of Default exists on such date or after giving effect to the release of Liens contemplated hereby, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the time provided in subsection 8.10(b)(iiirequest and sole expense of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release. (b) If any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral, in each case in accordance with the terms of this Agreement and the other Loan Documents. At the request and sole expense of the U.S. Borrower, a Subsidiary that is a Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Guarantor ceases to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if (i) as a result of such transaction, the Parent and its Restricted Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Guarantor, and (ii) such transaction and related disposition of the Capital Stock of the applicable Guarantor is for fair market value and a bona fide business purpose (in each case, as determined by the U.S. Borrower in good faith), and the other Person taking Capital Stock in such Subsidiary is not an Affiliate of the Parent or the U.S. Borrower (other than as a result of any joint venture). The release of such Wholly Owned Subsidiary shall constitute an Investment by the Parent therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such Wholly Owned Subsidiary attributable to the Parent’s Capital Stock therein as reasonably estimated by the Parent (and such release shall only be permitted to the extent such Investment is permitted pursuant to Section 6.5). In addition, at the request and sole expense of the U.S. Borrower, not more than twice during the term of this Agreement after the Effective Date, a Subsidiary that is a Guarantor (and the Subsidiaries of such Subsidiary) shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary is Disposed of in a transaction expressly permitted by Section 6.6(e) or Section 6.6(g) (but which does not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any other Indebtedness of any Loan Party. (c) At such time as the Loans, the Reimbursement Obligations, the FCI Reimbursement Obligations and the other Obligations (other than (i) contingent indemnification obligations for which no claims have been made, and (ii) the Designated Obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit Agreementor FCIs shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(m)(iv), as applicable), the Collateral shall automatically be released from the Lien Liens created hereby by the Guarantee and this Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Loan Parties. At the request and sole expense of any Grantor Loan Party following any such termination, the Administrative Agent shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Administrative Agent hereunder under any Security Document, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (bd) If Upon the Agent shall be directed or permitted pursuant to subsection 8.10(b) consummation of the Credit Agreement to release any Lien or any CollateralPermitted Reorganization, such the Collateral owned by SPX Corporation shall be released from the Lien Liens created hereby to by the extent provided underGuarantee and Collateral Agreement and any other Security Document, and subject to the terms obligations of SPX Corporation under the Guarantee and conditions set forth inCollateral Agreement and any other Loan Document shall terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of SPX Corporation following such subsection. In connection therewithtermination, the AgentAdministrative Agent shall deliver to SPX Corporation any Collateral held by the Administrative Agent under any Security Document, at the request of any Grantor, shall and execute and deliver to such Grantor SPX Corporation such documents as such Grantor SPX Corporation shall reasonably request to evidence such release. (ctermination. References to SPX Corporation in this Section 9.13(d) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold deemed to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted include SPX Corporation’s successor by the Loan Documentsmerger.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii9.8(b)(ii)(z) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Collateral Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bSection 9.8(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release, including delivery of any such released Collateral held by or in the possession of Collateral Agent. (c) At the time provided in subsection 8.10(bSection 9.8(b) of the Credit Agreement, then, upon Agreement (and subject to the conditions therein) and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Capital Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not an Affiliate of Holdings, a Credit Party, the Borrower and the Subsidiaries of the a Borrower in a transaction permitted by the Loan Credit Documents.

Release of Collateral. If after the Effective Date (a) At the time provided in subsection 8.10(b)(iiiBorrower has senior unsecured long-term debt outstanding (or if no such senior unsecured long-term debt is outstanding that is rated by S&P and Moody's, the Borrower has a corporate debt rating) of the Credit Agreementthat is rated at o▇ ▇▇▇▇▇ BBB- by S&P and Baa3 by Moody's (a "Ratings Increase"), and (b) so long as no Default or Even▇ ▇▇ ▇▇fault shall have occurred and then be continuing at such time, then the Collateral shall automatically be released from the Lien Liens created hereby and this Agreement by the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Agent Collateral Agent, the Borrower and each Grantor hereunder Guarantor thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements Borrower and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so releasedits respective Subsidiaries; provided, provided however, that (A) the Holders shall also grant a similar release of Collateral, (B) the Borrower and its Subsidiaries shall grant the Administrative Agent and the Banks a negative pledge on the assets of the Borrower and its Subsidiaries, except for Liens permitted by Section 6.02, and shall not grant a negative pledge to any other creditor other than the Holders and (C) the obligations of the Borrower arising under this Agreement and the Credit Documents rank pari passu and equal in no event right of payment with all of the other Debt of the Borrower, which is not by its terms secured by any Grantor authorized assets of the Borrower and its Subsidiaries, and which is not subordinate in right of payment to execute any instrument, agreement other Debt of the Borrower or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2its Subsidiaries. At the request and expense of any Grantor the Borrower following any such terminationtermination and release, the Collateral Agent shall deliver to the Borrower or such Grantor respective Subsidiary any Collateral of such Grantor held by the Collateral Agent hereunder under the Security Documents, and shall execute and deliver to the Borrower or such Grantor Subsidiary such documents as such Grantor Person shall reasonably request to evidence such termination. termination and release. Notwithstanding the foregoing, if subsequent to such Rating Increase, the Borrower has senior unsecured long-term debt outstanding that is either (bi) If not rated by both S&P and Moody's or (ii) is rated by S&P and Moody's and all such debt is rate▇ ▇▇▇▇▇ BBB- by Standard & Poor's or ▇▇▇▇▇ Baa3 by Moody's, then, at the Agent shall be directed or permitted pursuant to subsection 8.10(b) expense of the Credit Agreement Borrower, the Borrower shall pro▇▇▇▇▇, or such cause each of its Subsidiaries to release any Lien or any Collateralpromptly, such Collateral shall be released from the Lien created hereby execute and deliver to the extent provided underCollateral Agent such security agreements, amendments to this Agreement, other documents and legal opinions, as the Collateral Agent and the Banks may reasonably request or deem necessary in connection with the foregoing grant of a security interest, in order to cause the Collateral to be subject to the terms Liens created by the Security Documents as of the Effective Date, and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, Company shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreementsecurity agreements, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject amendments to this Agreement, other documents and legal opinions, as the Agent and the Banks may reasonably request in connection with the foregoing grant of a Grantor security interest, and the provisions of this Section 9.18 shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold not apply to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsfuture Ratings Increase.

Release of Collateral. (a) At From time to time until the time provided in subsection 8.10(b)(iii) Custodian is otherwise notified by the Lender, which notice shall be given by the Lender only following the occurrence of the Credit Agreementan Event of Default, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) Custodian is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases upon receipt of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the written request of the Borrower to release Mortgage Files relating to Mortgage Loans in the possession of the Custodian to the Borrower, unless as or its designee, for the purpose of servicing or correcting documentary deficiencies relating thereto against a condition to the consent request for release of Agent Mortgage Files and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, receipt (a Grantor shall be released from its obligations hereunder in the event that all the Stock "Request for Release and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, Receipt") executed by the Borrower and the Subsidiaries Lender (in its discretion) in the form of Annex 5-A hereto (the Custodian shall keep track of the release of such Mortgage Files by completing the collateral shipped report in the form of Annex 5-A-1, attached to Annex 5-A, if applicable. The Custodian may release to the Borrower, or its designee, Mortgage Files pertaining to no more than twenty (20) Mortgage Loans at the time being held by the Custodian on behalf of the Lender, and for any such release the Custodian shall promptly notify the Lender that it has released such Mortgage Files to the Borrower or its designee. In the event the Borrower, or its designee, requests more than twenty (20) Mortgage Loans to be released by the Custodian to the Borrower, or its designee, the Custodian shall notify the Lender before releasing the additional requested Mortgage Files. Any such additional Mortgage Files requested to be released by the Borrower, or its designee, may be released only upon written authorization of the Lender. If the Lender, in its discretion, requires Lender's execution of a Request for Release and Receipt, the Lender hereby agrees to respond to a Request for Release and Receipt, via facsimile, no later than one (1) Business Day after the Lender's receipt thereof. The Borrower or its designee shall return to the Custodian each Mortgage File previously released by the Custodian as stated on Annex 5-A. The Borrower hereby further represents and warrants to the Lender that any such request by the Borrower for release of Collateral shall be solely for the purposes set forth in the Request for Release and Receipt and that the Borrower has requested such release in compliance with all terms and conditions of such release set forth in the Loan Agreement. (i) From time to time until otherwise notified by the Lender, which notice shall be given by the Lender only following the occurrence of an Event of Default, the Custodian is hereby authorized upon receipt of written request of the Borrower at least one (1) Business Day prior to the date of the anticipated sale, to release Mortgage Files in the possession of the Custodian to a transaction permitted third-party purchaser (subject to the written consent of the Lender if such third party purchaser is not an Approved Purchaser) for the purpose of resale thereof against a Request for Release executed by the Loan DocumentsBorrower and the Lender (in its discretion) in the form of Annex 5-B hereto. On such Request for Release, the Borrower shall indicate the Mortgage Loans to be sold, the approximate amount of sale proceeds anticipated to be received, the date of such anticipated sale, the name and address of the third-party purchaser, whether the shipment is made pursuant to the sale of the Mortgage Loans to a third party or pursuant to the formation of a mortgage pool supporting a mortgage-backed security (an "MBS") and the preferred method and date of delivery. (ii) Any transmittal of Mortgage Files for Mortgage Loans in the possession of the Custodian in connection with the sale thereof to a third-party purchaser will be under cover of a transmittal letter substantially in the form attached hereto as Annex 11 duly completed by the Custodian and executed by the

Release of Collateral. (a) On the first date (the “Release Date”) on which the outstanding Indebtedness under this Agreement is rated “Baa3” or better by M▇▇▇▇’▇ and “BBB-” or better by S&P, so long as no Event of Default exists on such date, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the time provided in subsection 8.10(b)(iiirequest and sole expense of any Loan Party following any such release, the Collateral Agent shall deliver to such Loan Party any Collateral held by the Collateral Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release. (b) If any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral. At the request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Subsidiary Guarantor ceases to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if, as a result of such transaction, the Parent Borrower and its Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Subsidiary Guarantor. In addition, at the request and sole expense of the Parent Borrower, not more than twice during the term of this Agreement, a Subsidiary Guarantor and the Subsidiaries of such Subsidiary Guarantor shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary Guarantor is Disposed of in a transaction expressly permitted by Section 6.6(d) (but which does not satisfy the requirements of the preceding sentence), provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any other Indebtedness of any Loan Party. (c) At such time as the Loans, the Reimbursement Obligations, the Foreign Credit AgreementReimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit or Foreign Credit Instruments shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or 2.6(m)(v), as applicable), the Collateral shall automatically be released from the Lien Liens created hereby by the Guarantee and this Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Loan Parties. At the request and sole expense of any Grantor Loan Party following any such termination, the Administrative Agent shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Administrative Agent hereunder under any Security Document, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) On the first date (the “Release Date”) on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Baa3” or better or the corporate credit rating of the Parent Borrower from S&P is “BBB-” or better, so long as no Default or Event of Default exists on such date or after giving effect to the release of Liens contemplated hereby, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the time provided in subsection 8.10(b)(iiirequest and sole expense of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release. (b) If any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral. At the request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Subsidiary Guarantor ceases to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if, as a result of such transaction, the Parent Borrower and its Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Subsidiary Guarantor. In addition, at the request and sole expense of the Parent Borrower, not more than twice during the term of this Agreement, a Subsidiary Guarantor and the Subsidiaries of such Subsidiary Guarantor shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary Guarantor is Disposed of in a transaction expressly permitted by Section 6.6(e) or (g) (but which does not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any other Indebtedness of any Loan Party. (c) At such time as the Loans, the Reimbursement Obligations, the Bilateral Foreign Credit AgreementReimbursement Obligations, the Participation Foreign Credit Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit or Foreign Credit Instruments shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(o)(iv), as applicable), the Collateral shall automatically be released from the Lien Liens created hereby by the Guarantee and this Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Loan Parties. At the request and sole expense of any Grantor Loan Party following any such termination, the Administrative Agent shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Administrative Agent hereunder under any Security Document, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. A▇▇▇ Alliance shall deposit the proceeds received and paid to A▇▇▇ Alliance (acorresponding to the applicable Release Price) At from the time provided in subsection 8.10(b)(iii) of the Credit AgreementTransfer of, or otherwise derived from, the Collateral shall automatically referred to in this Section 5.9, into the Segregated Account. For clarity, only funds received from the Transfer or otherwise derived from each item of Collateral referred to in subsections (i) through (v) will be permitted to pay the applicable Release Price for such item of Collateral and JGB Agent will not release its Lien and security interest on such item of Collateral with funds paid by A▇▇▇ Alliance from any other source (including any other item of Collateral). The JGB Agent shall, upon written request of the Borrowers and provided that no Event of Default has occurred and is continuing, release the Lien and security interest of the JGB Agent in (i) the Florida Property in the event that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to the Release Price A, (ii) the Aircraft, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price B, (iii) the Michigan Property, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price C, (iv) all or a portion of the Equipment, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price D, and (v) Circle 8 Pledged Interests provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release Price E. For clarity, the Lien and security interest of the JGB Agent to be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) in each of the Agent foregoing shall each be independent and each Grantor hereunder shall terminatebased upon the amount specified in the preceding sentence and not cumulative. For further clarity, all without delivery of any instrument or performance of any act by any party, and all rights deposit to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release Segregated Account pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent 5.9 shall be directed in addition to, and shall not reduce or permitted otherwise be in substitution for, any amounts required to be deposited to the Segregated Account pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseSection 5.8. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(iii) of Section 10.10 (Release of Collateral or Guarantors) of the Second Lien Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.10(b) of the Second Lien Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.10(a) of the Second Lien Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 9.11(b) (i) (Collateral and Guaranty Matters) of the Credit Agreement, the Collateral shall be automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Administrative Agent, the Secured Parties and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bSection 9.11(b)(ii) or (iii) (Collateral and Guaranty Matters) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or otherwise Disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 9.11(b)(ii) or (iii) (Collateral and Guaranty Matters) of the Credit Agreement. In connection therewith, the Administrative Agent, at the request and sole expense of any Grantorthe US Borrower, shall execute and deliver to the US Borrower all releases or other documents, including UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the US Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold or otherwise Disposed; provided, however, that the US Borrower shall have delivered to any Person that is not the Administrative Agent, at least (5) Business Days prior to the date of the proposed release, a Credit Party, written request for release identifying the Borrower relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the US Borrower in a form and substance satisfactory to the Administrative Agent stating that such transaction permitted by is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At After the time provided in subsection 8.10(b)(iii) termination of the Revolving Credit AgreementCommitments and payment in full of all of the Secured Obligations (other than Last-Out Qualified Secured Obligations), the Collateral and Pledgor Owned Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor and each Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral and Pledgor Owned Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements Grantors and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Pledgors. At the request and sole expense of any Grantor or Pledgor following any such termination, the Collateral Agent shall deliver to such Grantor or such Pledgor any Collateral or Pledgor Owned Collateral of such Grantor or Pledgor held by the Collateral Agent hereunder and execute and deliver to such Grantor or such Pledgor such documents as such Grantor or such Pledgor shall reasonably request to evidence such termination. (b) If Upon any disposition of Collateral or Pledgor Owned Collateral permitted by the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any CollateralLoan Documents, such Collateral or such Pledgor Owned Collateral shall be automatically and without necessity of further action by any Person be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionhereby. In connection therewith, the Collateral Agent, at the request and sole expense of any Grantorthe Grantors or Pledgors, shall deliver to the applicable Grantor or Pledgor any Collateral or Pledgor Owned Collateral of the applicable Grantor or Pledgor held by the Collateral Agent hereunder and execute and deliver to the applicable Grantor or Pledgor all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor Collateral or such documents as such Grantor shall reasonably request to evidence such release. (c) Pledgor Owned Collateral. At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementGrantors or Pledgors, a Grantor or a Pledgor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor or Pledgor shall be so sold or disposed pursuant to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction sale or disposition permitted by the Loan DocumentsDocuments or, in the case of a Grantor, such Grantor ceases to be a Loan Party.

Release of Collateral. (a) At The Collateral Agent shall release the time provided Lien of any Security Document in subsection 8.10(b)(iii) respect of Collateral, upon the written request of the Credit AgreementPledgor, so long as the release of such Collateral is permitted by the applicable Security Document, the Collateral shall automatically be released from the Lien created hereby and this Credit Agreement and all obligations the Additional Secured Debt Documents (other than those expressly stated to survive such termination) of if any). Upon any request by the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights Pledgor to the Collateral Agent to release any Collateral, the Pledgor shall revert deliver to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases Collateral Agent a certificate of security interest with the Applicable IP Office, at such time evidencing the termination an officer of the Liens so released; provided, however, Pledgor and an opinion of counsel to the effect that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release is permitted pursuant to this Section 8.214.2. At the request For purposes of any Grantor following any such terminationthis provision, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted entitled to rely upon the certificate of the Pledgor in respect of the release of any Collateral; provided that the officer’s certificate delivered pursuant to subsection 8.10(bthe preceding sentence states that (i) no Event of Default has occurred and is continuing and (ii) the aggregate value of the Credit Agreement to release Collateral so released during any Lien or any Collateralcalendar year, such Collateral shall be released from after taking into account the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantorrequested release, shall execute and deliver to such Grantor such documents as such Grantor not exceed $5,000,000. The Collateral Agent shall reasonably request to evidence such release. (c) At promptly provide the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such salethe Additional Debtholders (or, if applicable, the Additional Secured Debt Agent) with copies of any such Grantor certificate and/or opinion delivered to it. If (i) an Event of Default has occurred and is required continuing or (ii) the aggregate value of the Collateral to remain subject to this Agreementbe released during any calendar year (after taking into account the requested release) will exceed $5,000,000, a Grantor the Collateral Agent shall be released from its obligations hereunder entitled to rely upon a written certification of the Agent that such disposition is permitted under the Credit Agreement and upon a written certification of each Additional Secured Debt Agent (or, if there is no Additional Secured Debt Agent in respect of any Additional Secured Debt, the event that all holders of a majority of the Stock and Stock Equivalents principal amount of such Grantor shall be sold Additional Secured Debt) in respect of any Additional Secured Debt that such disposition is permitted under the Additional Secured Debt Documents relating to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentssuch Additional Secured Debt.

Release of Collateral. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent, as applicable, and the Administrative Agent shall, or shall cause the Collateral Agent, as applicable, to release any Liens granted to the Administrative Agent or the Collateral Agent, as applicable, by a Loan Party on any Collateral, any Covenant Relief Collateral (ai) At on the time provided in subsection 8.10(b)(iii) date on which all of the Credit Obligations have been indefeasibly paid and performed in full (other than (1) contingent indemnification obligations that have not been asserted and (2) to the extent arrangements reasonably satisfactory to a Specified Derivatives Provider under a Specified Derivatives Contract have been entered into, Specified Derivatives Obligations under such Specified Derivatives Contract), (ii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 11.2, (iii) upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Sections 8.14 and 8.15 or upon the occurrence of the Covenant Relief Pledged Collateral Release Date in accordance with the terms and conditions of Section 8.16, or (iv) to the extent provided for in the Covenant Relief Intercreditor Agreement. Any such release shall not in any manner discharge, affect, or impair the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations Obligations or any Liens (other than those expressly stated being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including the proceeds of any sale, all of which shall continue to survive such termination) constitute part of the Collateral so long as a Collateral Period is then in effect. The Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyagrees, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized by the Lenders, promptly after the Borrower requests and at the Borrower’s sole cost and expense, to file UCC-3 amendmentsfurnish (and to cause the Collateral Agent, as applicable, to furnish) to the Borrower any release, termination statements and or other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such evidencing the foregoing release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held as may be reasonably requested by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition and which release, termination or other agreement or document shall be in form and substance reasonably acceptable to the consent Administrative Agent, and to deliver to the Borrower any portion of Agent and Lenders to such sale, if applicable, such Grantor Collateral or the Covenant Relief Collateral so released that is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all Administrative Agent’s or the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit PartyCollateral Agent’s possession, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsas applicable.

Release of Collateral. (a) On the first date (the “Release Date”) on which the corporate family rating of the Parent Borrower from M▇▇▇▇’▇ is “Baa3” or better or the corporate credit rating of the Parent Borrower from S&P is “BBB-” or better, subject to any additional condition required by the Lenders providing any Incremental Term Loans as provided in Section 2.1(b), and so long as no Default or Event of Default exists on such date or after giving effect to the release of Liens contemplated hereby, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the time provided in subsection 8.10(b)(iiirequest and sole expense of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release. (b) If any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral. At the request and sole expense of the Parent Borrower, a Subsidiary Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Subsidiary Guarantor ceases to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if, as a result of such transaction, the Parent Borrower and its Restricted Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Subsidiary Guarantor. In addition, at the request and sole expense of the Parent Borrower, not more than twice during the term of this Agreement after the Funding Date, a Subsidiary Guarantor and the Subsidiaries of such Subsidiary Guarantor shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary Guarantor is Disposed of in a transaction expressly permitted by Section 6.6(e) or (g) (but which does not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any other Indebtedness of any Loan Party. (c) At such time as the Loans, the Reimbursement Obligations, the Bilateral FCI Reimbursement Obligations, the Participation FCI Reimbursement Obligations and the other Obligations shall have been paid in full, the Commitments have been terminated and no Letters of Credit Agreementor FCIs shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(o)(iv), as applicable), the Collateral shall automatically be released from the Lien Liens created hereby by the Guarantee and this Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Loan Parties. At the request and sole expense of any Grantor Loan Party following any such termination, the Administrative Agent shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Administrative Agent hereunder under any Security Document, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection Section 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to Upon written request by Grantors, Agent shall promptly file UCC-3 amendments, termination PPSA financing change statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release released pursuant to this Section 8.2the previous sentence. At the request of any Grantor following any such termination, the Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and shall promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection Section 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 8.10(b) of the Credit Agreement. In connection therewith, the Agent, at the request of any Grantor, shall promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection Section 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Canadian Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be automatically released from its obligations hereunder in the event that all the Stock Shares and Stock Share Equivalents of such Grantor shall be sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Canadian Borrower and or the Subsidiaries of the Canadian Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 8.7(b)(i) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such applicable Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Agent Collateral shall be directed sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement or if any Collateral is otherwise permitted to be released pursuant to subsection 8.10(bSection 8.7(b) of the Credit Agreement to release any Lien Agreement, the Collateral so sold or any Collateral, such Collateral disposed of shall be released from the Lien created hereby to the extent provided underin Section 8.7(b)(ii) or (iii) of the Credit Agreement and, and subject to the terms and conditions set forth in, such subsection. In in connection therewith, the Collateral Agent, at the request and sole expense of any Grantorthe Borrower, shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold or disposed to any a Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower other than an Included Subsidiary in a transaction permitted by Article VI of the Credit Agreement; provided, however, that the Borrower shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by a Responsible Officer of the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) Upon termination of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and the Commitment of the Banks to make Loans and to participate in Letters of Credit hereunder, the payment in full of all obligations of the Obligations and compliance by the Borrower with the terms of Section 2.7(n), the Agent, on behalf of the Banks, shall release the Collateral, provided that Agent has not received notice from a "Representative" (as defined in Section 14.12) or the holder of the Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof (or in the event any Hedge Obligation is then due and payable, Agent has received from the holder of such Hedge Obligation notice that such holder has obtained other collateral for such Hedge Obligation satisfactory to such holder), and shall execute such instruments of release as the Borrower and its counsel may reasonably request. (b) Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 5.3), the Agent shall release a Mortgaged Property from the lien or security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following terms and conditions: (i) the Borrower shall deliver to the Agent written notice of its desire to obtain such release no later than those expressly stated ten (10) days prior to survive the date on which such terminationrelease is to be effected; (ii) the Borrower shall submit to the Agent with such request a Compliance Certificate prepared using the financial statements of the Borrower and Guarantor most recently provided or required to be provided to the Agent under Section 6.4 or Section 7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed release and demonstrating that no Default or Event of Default with respect to the covenants in this Agreement shall exist after giving effect to such release; (iii) all release documents to be executed by the Agent shall be in form and substance reasonably satisfactory to the Agent; (iv) the Borrower shall pay all reasonable costs and expenses of the Agent and each Grantor hereunder in connection with such release, including without limitation, reasonable attorney's fees; (v) the Borrower shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights pay to the Collateral Agent for the account of the Banks a release price, which payment shall revert be applied to reduce the outstanding principal balance of the Loans, in an amount equal to the Grantors. Each Grantor (or such Grantor’s designee) amount which is hereby authorized necessary to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with reduce the Applicable IP Office, at such time evidencing the termination outstanding principal balance of the Liens Loans so releasedthat no Default or Event of Default shall exist under Section 9 following such release; and (vi) Agent has received the prior written consent of the Releasing Banks; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that Agent does not receive the prior written consent of the Releasing Banks but all other conditions set forth in this Section 5.3(b) have been satisfied and both (A) at the Stock time of the Borrower's request for such release and Stock Equivalents after giving effect to the requested release the aggregate Appraised Values of the remaining Mortgaged Properties is equal to or greater than $160,000,000 and (B) after giving effect to the requested release the remaining Mortgaged Properties would have an aggregate occupancy level of at least eighty-five percent (85%) on a pro forma basis based on bona fide arm's length Leases requiring current rental payments which are not in default and the premises to which such Grantor shall be sold to any Person that is not a Credit PartyLeases relate are being operated by the original tenants under such Leases, the Borrower and shall be entitled to obtain the Subsidiaries release of the Borrower in a transaction permitted by the Loan Documentssuch Mortgaged Property.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(iii) of Section 10.10 (Release of Collateral or Guarantors) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.10(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents. In connection therewith, the Collateral Agent, upon receipt of reasonable advance notice from any Grantor, shall execute and deliver such documents as such Grantor shall reasonably request to evidence such release.

Release of Collateral. (a) At the time provided in subsection Section 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionsubsection 8.10(b). In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and or the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents. In connection therewith, Agent, at the request of such Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSections 10.8(b)(i) and (iii) (Concerning the Collateral and the Collateral Documents) of the Credit AgreementAgreement and to the extent required under such provisions, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder with respect to such Collateral shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the such Collateral (if any) shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any such Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement. In connection therewith, the Collateral Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; provided, however, that is not a Credit Party, the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in a form and substance satisfactory to the Collateral Agent stating that such transaction permitted by is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At Each Lender and the time provided Issuing Bank hereby directs, in subsection 8.10(b)(iii) accordance with the terms of the Credit this Agreement, the Collateral shall automatically be released from Administrative Agent, and the Administrative Agent agrees, to release any Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) held by the Administrative Agent for the benefit of the Agent Lender Group: (i) against all of the Collateral, upon final and each Grantor hereunder shall terminate, all without delivery indefeasible payment in full of any instrument or performance of any act by any party, the Obligations and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so releasedRevolving Loan Commitment; providedor (ii) against any part of the Collateral sold, howevertransferred or disposed of by the Borrower Parties (including, that without limitation, all property, assets and rights of any Guarantor released pursuant to subsection (b) below) if such sale, transfer or other disposition is permitted by Section 8.7 or is otherwise consented to by the requisite Lenders for such release as set forth in no event is any Grantor authorized Section 11.12, as certified to the Administrative Agent by the Administrative Borrower in a certificate of an Authorized Signatory of the Administrative Borrower. (iii) Each Lender and the Issuing Bank hereby directs the Administrative Agent, and the Administrative Agent agrees, to execute any instrument, agreement and deliver or document on behalf file or authorize the filing of Agent or any Lender such termination and partial release statements and do such other things as are necessary to evidence such release Liens to be released pursuant to this Section 8.2. At 10.15 promptly upon the request effectiveness of any Grantor following such release. Upon request by the Administrative Agent at any such terminationtime, the Agent shall deliver Lenders and the Issuing Bank will confirm in writing the Administrative Agent’s authority to such Grantor any release particular types or items of Collateral of such Grantor held by the Agent hereunder and execute and deliver pursuant to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationthis Section 10.15. (b) If Each Lender and the Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Administrative Agent, and the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bagrees, (i) of the Credit Agreement to release any Lien or any CollateralGuarantor from its obligations hereunder, such Collateral shall be released from the Lien created hereby including, without limitation, its obligations with respect to the extent provided underGuaranty) in connection with any sale or other disposition, including by merger or otherwise, of Equity Interests in such Guarantor after which such Guarantor is no longer a Subsidiary of any Borrower, if such sale or disposition complies with the applicable provisions of this Agreement or is otherwise consented to by the applicable Lenders for such release as set forth in Section 11.12, as certified to the Administrative Agent by the Administrative Borrower, and subject (ii) to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver or file or authorize the filing of such documents, statements and instruments and do such other things as are necessary to release such Grantor Guarantor from such documents as such Grantor shall reasonably request obligations pursuant to evidence this Section 10.15 promptly upon the effectiveness of any such release. (c) At . Upon request by the time provided Administrative Agent at any time, the Lenders and the Issuing Bank shall confirm in subsection 8.10(b) of writing the Credit Agreement, then, upon Administrative Agent’s authority to release the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject applicable Guarantor pursuant to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsSection 10.15.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 4.1(a)(1) of the Credit Collateral Trust Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; providedreleased in accordance with Section 4.1(a)(1)of the Collateral Trust Agreement. At the time provided in other clauses of Section 4.1(a) of the Collateral Trust Agreement, however, that in no event the Collateral subject to such clauses shall be released from the Lien created hereby and the applicable Grantor is any Grantor hereby authorized to execute any instrument, agreement or document on behalf file UCC amendments at such time evidencing such release. In addition the Lien created hereby will no longer secure a given Series of Agent or any Lender to evidence such release pursuant to this Pari Passu Lien Obligations in the circumstances set forth in Section 8.24.4 of the Collateral Trust Agreement. At the request of any Grantor following any such terminationtermination or release, the Agent Collateral Trustee shall deliver to such Grantor any released Collateral of such Grantor held by the Agent Collateral Trustee hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination or release. (b) If the Agent Collateral Trustee shall be directed or permitted pursuant to subsection 8.10(b) Section 4.1 or Section 4.4 of the Credit Collateral Trust Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSections 4.1 and Section 4.4 of the Collateral Trust Agreement. In connection therewith, the AgentCollateral Trustee, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementCompany, a Grantor shall be released from its obligations hereunder (and the Liens granted by such Grantor shall be released) in the event that all the Stock and Stock Equivalents of such Grantor shall be sold released from its obligations as a Guarantor pursuant to Section 10.5 of the Notes Indenture and the corresponding requirements of any Person that is not a Credit Partyother Pari Passu Lien Documents. In connection therewith, the Borrower Collateral Trustee, at the request of any Grantor, shall execute and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsdeliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.

Release of Collateral. (a) At In addition to their rights under Section 11.03, the Pledgors shall have the right, at any time provided in subsection 8.10(b)(iii) and from time to time, to obtain a release of any items of the Credit Agreement, Collateral so long as the Collateral shall automatically be released from Pledgors obtain a release of the Lien created hereby and this Agreement and all obligations (other than those expressly stated granted to survive the Senior Bank Agent on such termination) Collateral securing the Senior Bank Debt in accordance with the provisions of the Agent Senior Credit Facility and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationIntercreditor Agreement. (b) If the Senior Credit Facility is no longer in effect, or the Senior Bank Debt is no longer secured by any of the Collateral, the Notes and the Subsidiary Guarantees will not (subject to the provisions of Section 4.12 hereof) be secured by any of the Collateral; provided, however, that if the Senior Bank Debt is thereafter secured by any assets or property of the type that would constitute Collateral, the Company and its Subsidiaries, in accordance with the provisions of Section 11.05, shall cause the Notes and the Subsidiary Guarantees to be secured by a Lien on such Collateral. To the extent that the Senior Credit Facility is in effect and the Senior Bank Agent releases its Lien on all or any portion of the Collateral of the Company or any Subsidiary securing the Senior Bank Debt, the Lien on such Collateral securing the Notes and the Subsidiary Guarantees shall likewise be released (subject to the provisions of Section 4.12 hereof); provided, however, that if the Senior Bank Debt is thereafter secured by any assets or property of the type that would constitute Collateral, the Company and its Subsidiaries, in accordance with the provisions of Section 11.05, shall cause the Notes and the Subsidiary Guarantees to be secured by a Lien on such Collateral. (c) In connection with any release by the Senior Bank Agent of the Collateral securing the Senior Bank Debt, in accordance with the Intercreditor Agreement, the Trustee shall execute and deliver any and all instruments evidencing the release of the Lien of the Security Documents on the Collateral described to be released in the Release Notice (as defined in the Intercreditor Agreement) delivered by the Senior Bank Agent in accordance with the provisions of the Intercreditor Agreement. Any releases of Collateral made in strict compliance with the provisions of this Section 11.04 shall be directed or permitted pursuant deemed not to subsection 8.10(b) impair the Security Interests created by the Security Documents in favor of the Trustee for its benefit and the benefit of the holders of the Notes, in contravention of the provisions of this Indenture. (d) Notwithstanding the foregoing, if during the continuance of an Event of Default the Senior Bank Debt is repaid in full and the Senior Credit Agreement Facility ceases to release be in effect, any Lien Collateral owned by the Company or any Subsidiary Guarantor and remaining after any disposal of Collateral, such Collateral the proceeds of which were used to repay the Senior Bank Debt, shall continue to secure the Notes and the Subsidiary Guarantees and shall not be released from the Lien created hereby granted to the extent provided under, and subject to Trustee under the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents Security Documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) a result of the Senior Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor Facility's Liens being released (but shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents automatically when such Event of such Grantor shall be sold Default ceases to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsexist).

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 4.1(a) or Section 4.4 of the Credit Collateral Trust Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; providedreleased in accordance with Section 4.1(a) or Section 4.4, howeveras applicable, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2the Collateral Trust Agreement. At the request of any Grantor following any such termination, the Agent Collateral Trustee shall deliver to such Grantor any Collateral of such Grantor held by the Agent Collateral Trustee hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent Collateral Trustee shall be directed or permitted pursuant to subsection 8.10(b) Section 4.1 or Section 4.4 of the Credit Collateral Trust Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSections 4.1 and Section 4.4 of the Collateral Trust Agreement. In connection therewith, the AgentCollateral Trustee, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementCompany, a Grantor shall be released from its obligations hereunder (and the Liens granted by such Grantor shall be released) in the event that all the Stock and Stock Equivalents of such Grantor shall be sold released from its obligations as a Guarantor pursuant to Section 10.5 of the Notes Indenture and the requirements of any Person that is not a Credit Partyother Pari Passu Lien Documents. In connection therewith, the Borrower Collateral Trustee, at the request of any Grantor, shall execute and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsdeliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.

Release of Collateral. The Administrative Agent shall grant a release of its lien on the Pledged Collateral: (a) At In the time provided in subsection 8.10(b)(iiievent that the Collateral Coverage Amount exceeds the Total Outstandings (such excess being referred to herein as the “Release Amount”) then, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall, at the request and expense of the Credit AgreementBorrower, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive release such termination) portions of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act Pledged Collateral designated by any party, and all rights the Borrower with a fair market value equal to the Collateral shall revert to the Grantors. Each Grantor Release Amount (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such smaller amount as releases of security interest with may be requested by the Applicable IP Office, at such time evidencing the termination of the Liens so releasedBorrower); provided, however, that in no event shall the Administrative Agent be required to release any Pledged Collateral after the occurrence and during the continuance of an Event of Default or in an aggregate amount that is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2less than five hundred thousand dollars ($500,000). At the request of any Grantor following In connection with any such terminationpartial release of the Pledged Collateral, the Administrative Agent shall deliver give such consents as may be necessary to such Grantor permit the Custodian to allow the Borrower to withdraw the Release Amount from a Collateral Account. The Borrower agrees to reimburse the Administrative Agent on demand for any Collateral of such Grantor held and all out-of-pocket costs and expenses incurred by the Administrative Agent hereunder and execute and deliver to in connection with any such Grantor such documents as such Grantor shall reasonably request to evidence such terminationpartial release of the Pledged Collateral, including, without limitation, reasonable attorney’s fees. (b) If So long as the Agent shall be directed Collateral Coverage Amount exceeds the Total Outstandings, and so long as no Event of Default has occurred and is continuing, the Borrower may make substitutions of equal or permitted pursuant to subsection 8.10(b) of greater value for the Credit Agreement to release any Lien or any Pledged Collateral, ; provided that such Pledged Collateral shall be released from at all times consist of Eligible Collateral and in connection therewith the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the AgentAdministrative Agent shall, at the request expense of the Borrower, release the Pledged Collateral for which the Borrower is making a substitution. In the event that any Grantoramounts are paid or due to be paid in respect of the Pledged Collateral (whether at scheduled maturity or otherwise), the Borrower may give instructions to roll-over or reinvest such amounts in Eligible Collateral, all of which shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseremain Pledged Collateral hereunder. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in In the event that (i) any and all Letters of Credit are fully drawn or expire or are returned to the Stock and Stock Equivalents of such Grantor shall be sold Administrative Agent for cancellation, (ii) all Reimbursement Obligations with respect to any Person drawings of Letters of Credit have been fully satisfied pursuant to the provisions of this Reimbursement and Pledge Agreement and the other Loan Documents, (iii) no other Obligations, whether contingent or otherwise, are then outstanding and (iv) the Aggregate Commitments have been terminated, the Administrative Agent agrees that is not a Credit Partyit shall, after request by the Borrower and at the Subsidiaries Borrower’s sole cost and expense, release the Pledged Collateral from the security interest and lien created by this Reimbursement and Pledge Agreement and shall execute, or cause to be executed, such instruments of the Borrower in a transaction permitted release and discharge as may be reasonably requested by the Loan DocumentsBorrower.

Release of Collateral. Each Grantor and the Collateral Agent agree that: (a) At For the time provided avoidance of doubt, (i) if any Slot ceases to be included in subsection 8.10(b)(iii) of the Credit AgreementSGR Assets constituting Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the SGR Assets constituting Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, the Collateral such Slot or Foreign Gate Leasehold shall be automatically be released from the Lien created hereby and of this Agreement and all obligations (other than those expressly stated ii) subject to survive such terminationSection 5(b) of the Agent and each Grantor hereunder shall terminatethis Annex, all without delivery of if any instrument FAA Slot or performance of any act Foreign Slot now held or hereafter acquired by any partyGrantor becomes an FAA Route Slot or a Foreign Route Slot, respectively, or any right, title, privilege, interest and all rights authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases Lien of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationSecurity Agreement. (b) If Upon satisfaction and completion, as determined by the Agent shall be directed or permitted pursuant to subsection 8.10(bAppropriate Party, of the conditions for release of any SGR Assets constituting Collateral from the Lien granted hereby in accordance with Section 6.17(b)(iii) of the Credit Agreement to release any Lien or any CollateralLoan Agreement, such Collateral SGR Assets shall be released from the Lien created hereby to the extent provided undergranted under this Agreement, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall Collateral Agent will thereupon execute and deliver to the applicable Grantor, at such Grantor such Grantor’s sole expense, all appropriate UCC termination statements and other documents as that such Grantor shall reasonably request to evidence such release. The Collateral Agent shall have no liability whatsoever to any Secured Party as a result of its execution of any such documentation with respect to any such release. (c) At In connection with any release of any SGR Assets constituting Collateral pursuant to this Section 6, the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition Collateral Agent will execute and deliver to the consent of Agent applicable Grantor, at such Grantor’s sole expense, all appropriate UCC termination statements and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event other documents that all the Stock and Stock Equivalents of such Grantor shall be sold reasonably request to evidence such release. The Collateral Agent shall have no liability whatsoever to any Person that is not Secured Party as a Credit Party, the Borrower and the Subsidiaries result of the Borrower in a transaction any release of SGR Assets constituting Collateral by it as permitted by the Loan Documentsthis Section 6.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 10.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bSection 10.10(b)(i) or (ii) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided underthereunder, and subject to the terms and conditions set forth in, such subsectiontherein. In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.10(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrowers, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Disposed of to any Person that is not a Credit Party, the an Affiliate any Borrower and the Subsidiaries of the any Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent, as applicable, and the Administrative Agent shall, or shall cause the Collateral Agent, as applicable, release any Liens granted to the Administrative Agent or the Collateral Agent, as applicable, by a Loan Party on any Collateral, any Covenant Relief Collateral (ai) At on the time provided in subsection 8.10(b)(iii) date on which all of the Credit Obligations have been indefeasibly paid and performed in full (other than (1) contingent indemnification obligations that have not been asserted and (2) to the extent arrangements reasonably satisfactory to a Specified Derivatives Provider under a Specified Derivatives Contract have been entered into, Specified Derivatives Obligations under such Specified Derivatives Contract), (ii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 11.2, (iii) upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Sections 8.14 and 8.15 or upon the occurrence of the Covenant Relief Pledged Collateral Release Date in accordance with the terms and conditions of Section 8.16, or (iv) to the extent provided for in the Covenant Relief Intercreditor Agreement. Any such release shall not in any manner discharge, affect, or impair the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations Obligations or any Liens (other than those expressly stated being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including the proceeds of any sale, all of which shall continue to survive such termination) constitute part of the Collateral so long as a Collateral Period is then in effect. The Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyagrees, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized by the Lenders, promptly after the Borrower requests and at the Borrower’s sole cost and expense, to file UCC-3 amendmentsfurnish (and to cause the Collateral Agent, as applicable, to furnish) to the Borrower any release, termination statements and or other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such evidencing the foregoing release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held as may be reasonably requested by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition and which release, termination or other agreement or document shall be in form and substance reasonably acceptable to the consent Administrative Agent, and to deliver to the Borrower any portion of Agent and Lenders to such sale, if applicable, such Grantor Collateral or the Covenant Relief Collateral so released that is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all Administrative Agent’s or the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit PartyCollateral Agent’s possession, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsas applicable.

Release of Collateral. (a) At Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations and the time provided in subsection 8.10(b)(iii) termination of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated following the Credit Parties’ delivery of a written release of claims in favor of Agent and Lenders in form and substance satisfactory to survive Agent in its sole discretion, the Liens created hereby shall terminate and Agent and Lenders shall execute and deliver such termination) documents, at the Credit Parties’ expense, as are necessary to release Lenders’ Liens in the Collateral and shall return the Collateral to the Credit Parties, and the Credit Parties agree that they shall have no right to file any UCC termination statement with respect to any of the UCC financing statements in favor of Agent and each Grantor hereunder shall terminateLenders until all Obligations are satisfied and performed in full, all as provided herein, including, without limitation, the delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so releasedwritten release described above; provided, however, that the 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 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, defeased or required to be repaid to a trustee, debtor in no event is possession, receiver, custodian or any Grantor authorized other Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to execute any instrument, agreement or document on behalf of be satisfied by such payment shall be revived and shall continue as if such payment had not been received by Agent or any Lender to evidence such release pursuant to this Section 8.2. At and the request Liens created hereby shall be revived automatically without any action on the part of any Grantor following any party hereto and shall continue as if such termination, the payment had not been received by Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionLender. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders shall not be deemed to have made any representation or warranty with respect to any Collateral so delivered except that such saleCollateral is free and clear, if applicableon the date of such delivery, of any and all Liens arising from such Grantor is required Person’s own acts.” (l) The definitions of “Excess Cash Flow”, “Notes”, “Senior Leverage Ratio” and “Term” set forth in Appendix A to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder the Loan Agreement (Definitions) are hereby deleted in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower entirety and the Subsidiaries of the Borrower following are substituted in a transaction permitted by the Loan Documents.lieu thereof:

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 10.8(b)(i) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided underprovided, and subject to the terms and conditions set forth inforth, such subsection. In in Section 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement and, in connection therewith, the Administrative Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; provided, however, that is not a Credit Party, the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in a form and substance satisfactory to the Administrative Agent stating that such transaction permitted by is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At Subject to the terms of the Collateral Agency Agreement relating to Pari Passu Obligations, the Liens on property and assets constituting Collateral securing the Notes and the Note Guarantees will be released under the following circumstances: (1) the Lien on any property or asset will be released in connection with the disposition of such property or asset to the extent such disposition is not in violation of Section 4.10(a) hereof or to the extent such property or asset was the subject of an Event of Loss; (2) the Lien on the property and assets of a Grantor will be released upon the release of such Grantor from its Note Guarantee in accordance with Section 11.05 hereof; (3) the Lien on any property or asset of the Company or any other Grantor will be released to the extent such property or asset is or becomes an Excluded Asset; (4) the Lien on any property or asset of the Company or any Grantor Guarantor will be released upon the transfer of such property or asset to a Restricted Subsidiary that is not a Grantor Guarantor in a transaction that complies with Section 4.07 hereof, including pursuant to one or more clauses of the definition of Permitted Investments; provided that in the case of Equity Interests in any Subsidiary transferred to a Pledgor Guarantor, the Lien on such Equity Interests will be released only to the extent necessary in order to permit such transfer and until such Equity Interests are pledged by such Pledgor Guarantor; (5) the Lien on the property and assets of any Grantor Guarantor will be released upon such Grantor Guarantor becoming a Specified Pledgor Guarantor (except in the case of any Equity Interests in a Subsidiary constituting Collateral); (6) in whole or in part, as provided under Article 9 hereof; (7) with respect to the pledge of Equity Interests or other securities of any Subsidiary of the Company, at any time provided in subsection 8.10(b)(iiithat Rule 3-16 or any other law, rule or regulation requires or is interpreted by the SEC to require the filing with the SEC (or any other U.S. federal governmental agency) of separate financial statements of such Subsidiary due to the Credit Agreement, fact that such Subsidiary’s Equity Interests or other securities are pledged to secure the Collateral Notes or any Note Guarantee (in which case Equity Interests or other securities of such Subsidiary shall automatically be released from the pledge); provided that this clause shall only apply to the pledge of Equity Interests of GC UK or GC Argentina or any of their respective Subsidiaries after GC UK and each of its Subsidiaries or GC Argentina and each of its Subsidiaries, as applicable, has become a Grantor Guarantor; and (8) the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) on any equipment will be released if required under the laws of the Agent and each Grantor hereunder shall terminaterelevant jurisdiction in order to permit the removal of such equipment from such jurisdiction for purposes of repairing or refurbishing the same in the ordinary course of business, all without delivery so long as promptly upon completion of any instrument such repairs or performance of any act by any partyrefurbishment, and all rights such equipment is subjected to the Collateral shall revert to the Grantors. Each Grantor a fully perfected (or such Grantor’s designeethe applicable equivalent) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationFirst Priority Lien. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject Subject to the terms and conditions set forth in, such subsection. In connection therewithof the Collateral Agency Agreement relating to Pari Passu Obligations, the Agent, Liens on all Collateral securing the Notes and the Note Guarantees will be released: (1) upon payment in full in cash and discharge of all Notes then outstanding under this Indenture and the full and final payment and performance of all other Obligations of the Company due and payable under this Indenture at the request of any Grantortime that the Notes are paid in full and discharged, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.whether at maturity, upon redemption or otherwise; (c2) At upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 hereof or the time provided in subsection 8.10(bsatisfaction and discharge of this Indenture pursuant to Article 12 hereof; or (3) upon purchase or other acquisition of all of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted Notes then outstanding by the Loan DocumentsCompany and/or its Affiliates, including without limitation in connection with a Change of Control Offer, Asset Sale Offer, Event of Loss Offer or other tender offer or open market purchases.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Second Lien Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Second Lien Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Second Lien Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Second Lien Collateral Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Second Lien Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b8.10(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. Except as set forth this Section 2.10, no repayment or prepayment of all or any portion of the Loan shall cause, or give rise to a right to require, or otherwise result in, the release of any lien on the Collateral or any portion thereof. Provided no Event of Default shall have occurred and be continuing, Borrower shall have the right at any time to obtain the release (a) At the time provided in subsection 8.10(b)(iii“Release”) of an Individual Property and the Credit Agreementrelease of Lender’s lien with respect to a portion of the Collateral related to an Individual Property (such portion of the Collateral, the Collateral shall automatically be released “Released Collateral”) from the Lien created hereby lien of the Pledge Agreement thereon (and this Agreement the related Loan Documents) and all the release of Borrower’s obligations under the Loan Documents with respect to such Released Collateral (other than those expressly stated to survive such termination) survive), upon the satisfaction of the Agent and each Grantor hereunder following conditions precedent: (a) Borrower shall terminateprovide Lender with thirty (30) days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice of the proposed Release (the date of Lender’s receipt of such notice shall be referred to herein as the “Release Notice Date”), all without delivery of any instrument or performance of any act which notice shall be revocable by any party, and all rights Borrower prior to the Collateral shall revert consummation of a Release provided that Borrower pays to the Grantors. Each Grantor (Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection with such revocation, including, without limitation, any Breakage Costs or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.similar expenses; (b) If Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Agent date of such Release, a release of lien of the Pledge Agreement (and related Loan Documents) for the Released Collateral for execution by Lender. Such release shall be directed in a form appropriate in each jurisdiction in which the Released Collateral is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide to Lender all other documentation of a ministerial or permitted pursuant administrative nature that Lender reasonably requires to subsection 8.10(bbe delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Credit Agreement liens, security interests and other rights of Lender under the Loan Documents not being released (or as to release any Lien or any Collateral, such the parties to the Loan Documents and Collateral subject to the Loan Documents not being released); (c) The Released Property related to the Released Collateral shall be released from conveyed to a Person other than Borrower, Mortgage Borrower, Guarantor or their respective Affiliates pursuant to a sale of the Lien created hereby Released Property related to such Released Collateral in an arm’s length transaction; (d) As of the date of consummation of the Release, after giving effect to the extent provided underrelease of the lien of the Pledge Agreement encumbering the Released Collateral (and the release of the related Security Instrument(s) encumbering the Released Property associated therewith (and after giving effect to (i) the prepayment required pursuant to Section 2.10(e) hereof and (ii) any prepayment made by Borrower pursuant to the terms and conditions of Section 2.7(a) hereof prior to the consummation of the Release), the Debt Yield with respect to the remaining Individual Properties shall be equal to or greater than the greater of (1) the Closing Date Debt Yield and (2) the Debt Yield of all Individual Properties encumbered by the Security Instruments immediately prior to the consummation of the Release; (e) Borrower shall (A) partially prepay the Debt in accordance with Section 2.7 hereof in an amount equal to the Release Price for the Released Collateral (the “Release Amount”), (B) pay the Breakage Costs and any applicable Interest Shortfall due hereunder in connection therewith, and subject (C) pay any Prepayment Premium due in connection therewith; (f) Intentionally Omitted; (g) Borrower shall pay all of Lender’s reasonable costs and expenses and the costs and expenses of the Rating Agencies in connection with the Release, including, without limitation, counsel fees; and (h) Borrower shall have delivered to Lender evidence satisfactory to Lender that Mortgage Borrower and Mezzanine B Borrower have complied with all of the terms and conditions set forth inin the Mortgage Loan Agreement and the Mezzanine B Loan Agreement, as applicable, with respect to a release of the security interest corresponding to the Release requested pursuant to this Section 2.10. Notwithstanding anything to the contrary contained in this Section 2.10, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.10 (any such matter, a “Release Approval Item”), such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor rights shall be released from construed such that Lender shall only be permitted to withhold its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold consent or approval with respect to any Person that is not a Credit Party, Release Approval Item if the Borrower and same fails to meet the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsPrudent Lender Standard.

Release of Collateral. (a) At As long as no Suspension Event then exists, the time Lender shall release its Encumbrance on any Real Estate owned by the Borrower and/or its Subsidiaries or provide a customary payoff letter concurrently with the Lender's receipt of the Net Proceeds therefrom (but in no event less than the Release Price therefor). The Lender shall also release its Encumbrance on all fixtures pertaining to any such Real Estate which are not Levy Appraised Equipment, provided in subsection 8.10(b)(iiithat if there is a dispute as to whether an item constitutes a fixture ------------- or Equipment (including Levy Appraised Equipment), the Lender shall not be obligated to release its Encumbrance on such item unless and until the Lender has received an amount equal to seventy percent (70%) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such orderly liquidation value thereof as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held determined by the Agent hereunder and Lender in accordance with this Agreement. The Lender shall (at the Borrower's expense) execute and deliver appropriate release and termination documents reasonably requested by the Borrower to effectuate such Grantor such documents as such Grantor shall reasonably request to evidence such terminationrelease. (b) If In that regard, if the Agent Lender receives the appropriate Net Proceeds (but in no event less than the Release Price) from Karelea, Inc. with respect to its Real Estate, the Lender shall be directed or permitted pursuant to subsection 8.10(b) also release Karelea, Inc. from its guaranty of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseLiabilities. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition upon receipt of the Net Proceeds from the sale of the ▇▇▇▇▇ Sale/Leaseback Assets, the Lender shall release its lien upon the ▇▇▇▇▇ Sale/Leaseback Assets in order to permit the Borrower to consummate the transaction related thereto. (d) Upon receipt of the Net Proceeds from the sale of the Gwinnett Outparcels, the Lender shall release its Encumbrances upon the Gwinnett Outparcels in connection with any sale thereof, to the consent of Agent and Lenders to extent such sale, if applicable, such Grantor sale is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsunder Section 6-14 hereof.

Release of Collateral. (a) At Upon the time provided in subsection 8.10(b)(iii) full and final payment of the Credit AgreementCHG Lease Obligations, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time UCC amendments and any other necessary documents evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement by CHG and any other CHG Lease Participants to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Senior Credit Agreement, then, upon Documents and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementHoldings, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower Holdings and the Subsidiaries of the Borrower Holdings in a transaction permitted by the Loan Senior Credit Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 8.7(b)(i) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such applicable Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Agent Collateral shall be directed sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement or if any Collateral is otherwise permitted to be released pursuant to subsection 8.10(bSection 8.7(b) of the Credit Agreement to release any Lien Agreement, the Collateral so sold or any Collateral, such Collateral disposed of shall be released from the Lien created hereby to the extent provided underin Section 8.7(b)(ii) or (iii) of the Credit Agreement and, and subject to the terms and conditions set forth in, such subsection. In in connection therewith, the Administrative Agent, at the request and sole expense of any Grantorthe Borrower, shall promptly execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold or disposed to any a Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower other than an Included Subsidiary in a transaction permitted by Article VI of the Credit Agreement; provided, however, that the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by a Responsible Officer of the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. All covenants, representations and warranties and grants of security interests made in this Agreement continue in full force until the Termination Date. So long as Borrowers have satisfied the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist and any other obligations which, by their terms, are to survive the termination of this Agreement), this Agreement and any remaining commitments to extend credit may be terminated prior to the Term Loan Maturity Date by Borrowers, by written notice of termination to Lenders. Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. On the Termination Date, Administrative Agent shall direct Collateral Trustee to deliver evidence of the release of Collateral, which release shall occur substantially concurrently with the Termination Date. Collateral Trustee hereby agrees that any Liens granted to Collateral Trustee by the Loan Parties on any Collateral shall be automatically released (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest accordance with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At 12.1, upon the request of any Grantor following any such terminationTermination Date, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed if such Collateral is sold, transferred or permitted otherwise disposed of by a Loan Party pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien sale, transfer or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided underother disposition that is made in compliance with, and subject to the terms and conditions set forth incondition of, this Agreement, or (c) if required to effect any sale, transfer or other disposition of such subsectionCollateral in connection with any exercise of remedies by Administrative Agent or Collateral Trustee pursuant to Section 9. In connection therewithAny such release shall not in any manner discharge, affect, or impair the AgentObligations or any Liens (other than those expressly being released) upon (or obligations of Loan Parties in respect of) all interests retained by Secured Parties or any of their Subsidiaries. Upon ▇▇▇▇▇▇▇▇’s reasonable request and at ▇▇▇▇▇▇▇▇’s sole cost and expense, at the request of any GrantorAdministrative Agent shall execute, shall execute and deliver to such Grantor or authorize such documents as such Grantor shall may be reasonably request required to evidence such releaseany release described above. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) Upon any sale, transfer or other --------------------- disposition of Collateral that is expressly permitted under Section 9.8 of the Mail-Well Credit AgreementAgreement and upon five Business Days prior written request by the Borrower, the Collateral Agent shall automatically execute at Mail-Well's and the Borrower's expense such documents as may be released from necessary to evidence the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of release by the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or its Liens on such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so releasedCollateral; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, (a) the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall not be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement -------- ------- required to release any Lien on any Collateral if a Default shall have occurred and be continuing, (b) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation not reimbursed by Mail-Well and the Borrower or entail any consequences other than the release of such Lien without recourse or warranty, and (c) such release shall not in any manner discharge, affect or impair any of the Obligations or any Collateralof the Agent's Liens on any Collateral retained by Holdings or Mail-Well or any of its Subsidiaries, including, without limitation, its Liens on the proceeds of any such Collateral shall be released from the Lien created hereby sale, transfer or other disposition. The Loan Parties represent and warrant to the extent provided underAgent and the Lenders that none of the "GECC Equipment", as such term is defined in the Mail-Well Credit Agreement, is, or was previously, owned by any Loan Party, and subject that such equipment is being leased by one or more of the Loan Parties as lessee from General Electric Capital Corporation as owner and lessor. The Lenders authorize the Agent to confirm in writing (in the form of a release or otherwise, as the Agent may determine) that the GECC Equipment and the proceeds thereof do not constitute Collateral and to release the Agent's Lien on the Mail-Well ESOP Loan Documents, the Equipment Lease Facility Equipment and, concurrently with each transfer of such Receivables to MTRC in accordance with the terms and conditions set forth inprovisions of the Accounts Receivable Securitization Facility Documents, the Receivables. Without limiting the generality of the foregoing, each Lender hereby acknowledges and agrees that the Agent has executed and delivered, or will execute and deliver, a letter agreement to and in favor of Paribas Properties, Inc. and the "Equity Lenders" and the "Financing Lenders", as such subsection. In connection therewithterms are defined in the Equipment Lease Facility Documents, pursuant to which the Agent (as among the Agent, at the request of Lenders, the Mail-Well Lenders, Paribas Properties, Inc. and such "Equity Lenders" and "Financing Lenders" only) disclaims any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder security interest in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsEquipment Lease Facility Equipment.

Release of Collateral. (a) At In the time provided event that the market value of the Pledged Securities equals or exceeds two hundred twenty-five percent (225%), as calculated in subsection 8.10(b)(iiiaccordance with Regulation U of the Federal Reserve Board, of the then outstanding principal balance under the Loan, for a period of three (3) consecutive calendar months, upon Borrower's request Lender shall transfer to Borrower (and release its lien with respect to) a portion of the Pledged Securities as is appropriate so that the market value of the Pledged Securities, following such release and transfer, is not less than each Required Minimum Coverage; PROVIDED, HOWEVER, that the value of the Pledged Securities, following any such release, shall equal or exceed two hundred five percent (205%) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) then outstanding principal balance of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationLoan. (b) If Borrower makes or causes to be made to Lender a permitted principal repayment in excess of ten million dollars ($10,000,000) in accordance with the Agent shall be directed or permitted pursuant to subsection 8.10(b) provisions of the Credit Agreement to Loan Agreement, then Lender shall release a portion of the Pledged Securities as is appropriate so that the market value of the Pledged Securities, following such release and transfer, are not less than each Required Minimum Coverage. In no event shall Lender's lien on any Lien or any Collateral, such Collateral shall be released from unless Lender shall have received the Lien created hereby to appropriate repayment of the extent provided underprincipal amount of the Loan and all other sums due Lender under the Loan Documents. Lender shall, and subject to the terms and conditions set forth inin a timely manner, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such all documents as such Grantor shall and instruments (reasonably request necessary to evidence the release of such releaselien) prepared by Borrower at Borrower's cost and expense. (c) At the time provided If Borrower makes or causes to be made to Lender a payment in subsection 8.10(b) full of the Credit Loan in accordance with the provisions of the Loan Agreement, then, upon then Lender shall release the request Pledged Securities. In no event shall Lender's lien on any Collateral be released unless Lender shall have received the appropriate repayment of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries principal amount of the Borrower in a transaction permitted by Loan and all other sums due Lender under the Loan Documents. Lender shall, in a timely manner, execute and deliver all documents and instruments (reasonably necessary to evidence the release of such lien) prepared by Borrower at Borrower's cost and expense.

Release of Collateral. (a) At From time to time until the time provided in subsection 8.10(b)(iii) Custodian is otherwise notified by the Lender, which notice shall be given by the Lender only following the occurrence of the Credit Agreementan Event of Default, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) Custodian is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases upon receipt of security interest with the Applicable IP Office, at such time evidencing the termination written request of the Liens so released; providedBorrower to release documentation relating to Mortgage Loans in the possession of the Custodian to the Borrower, howeveror its designee, for the purpose of correcting documentary deficiencies relating thereto against a Request for Release and Receipt executed by the Borrower and consented to by the Lender, (not to exceed the lesser of 10 files or 2% of the outstanding borrowings, subject to Merr▇▇▇ ▇▇▇c▇ ▇▇▇roval for amounts that exceed the threshold) in no event the form of Annex 5-A hereto. The Borrower or its designee shall return (i) From time to time until otherwise notified by the Lender, which notice shall be given by the Lender only following the occurrence of an Event of Default, the Custodian is any Grantor hereby authorized to execute any instrument, agreement or document on behalf upon receipt of Agent or any written request of the Borrower and consent thereto by the Lender to evidence release Mortgage Files in the possession of the Custodian to a third-party purchaser or such release pursuant to this Section 8.2third party purchaser's custodian for the purpose of resale thereof against a Request for Release executed by the Borrower in the form of Annex 5-B hereto. At the request of any Grantor following any On such terminationRequest for Release, the Agent Borrower shall deliver indicate the Mortgage Loans to such Grantor any Collateral be sold, the amount of sale proceeds anticipated to be received, the date of such Grantor held by anticipated sale, the Agent hereunder name and execute address of the Person to whom the Mortgage Files are to be delivered, and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationthe preferred method of delivery. (bii) If Any transmittal of documentation for Mortgage Loans in the Agent shall be directed or permitted pursuant to subsection 8.10(b) possession of the Credit Agreement Custodian in connection with the sale thereof to release any Lien a third-party purchaser will be under cover of a transmittal letter substantially in the form attached hereto as Annex 11 duly completed by the Custodian and executed by the Custodian. Any transmittal of documentation for Mortgage Loans in the possession of the Custodian in connection with the shipment to a custodian or any Collateral, such Collateral trustee in connection with the formation of a mortgage pool supporting a mortgage-backed security (an "MBS") will be under cover of a transmittal letter substantially in the form attached hereto as Annex 11. It is acknowledged and agreed by the parties hereto that the Custodian shall be released have no obligation to obtain written acknowledgment of receipt from the Lien created hereby to addressee of any transmittal or other letter sent by the extent provided under, and subject to Custodian hereunder. Promptly upon (x) the terms and conditions set forth in, remittance by such subsection. In connection therewiththird-party purchaser of the full purchase price of the Mortgage Loan or (y) the issuance of such MBS, the Agent, at Lender shall notify the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseCustodian thereof. (c) At With the time prior written consent of the Lender, in each case, the Borrower may substitute for one or more Eligible Mortgage Loans constituting the Collateral one or more substitute Eligible Mortgage Loans or obtain the release of one or more Mortgage Loans constituting Collateral hereunder; provided that, after giving effect to such substitution or release, the Secured Obligations then outstanding shall not exceed the permitted amount, which determination shall be made solely by the Lender. In connection with any such requested substitution or release, the Borrower will provide notice to the Custodian and the Lender no later than 3:00 p.m., New York City time, on the date of such request, specifying the Mortgage Loans to be substituted for or released and the substitute Mortgage Loans to be pledged hereunder in subsection 8.10(bsubstitution therefor, if any, and shall deliver with such notice a Custodial Identification Certificate and a revised Mortgage Loan Schedule indicating any substitute Mortgage Loans. The Custodian will effect the requested substitution or release no later than 5:00 p.m., New York City time, one Business Day following the day on which such request was made after the Custodian has certified to the Lender on such Business Day that the matters set forth in clauses (i) and (ii) of Section 3(c) hereof with respect to any substitute Mortgage Loans are true and correct. Each such substitution or release shall be deemed to be a representation and warranty by the Credit AgreementBorrower that any substitute Mortgage Loans are Eligible Mortgage Loans and that after giving effect (d) So long as no Event of Default has occurred and is continuing and margin requirements are satisfied, thenthe Custodian and the Lender shall take such steps as they may reasonably be directed from time to time by the Borrower in writing, upon which the request Borrower deems necessary and appropriate, to transfer promptly and deliver to the Borrower any Mortgage File in the possession of the Custodian relating to any Mortgage Loan previously included in the Borrowing Base as an Eligible Mortgage Loan but which the Borrower, unless as a condition with the written consent of the Lender, has notified the Custodian has ceased to be an Eligible Mortgage Loan. (e) Following notification by the Lender (which may be by facsimile) to the consent Custodian that an Event of Agent Default has occurred and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partycontinuing, the Custodian shall not release, or incur any liability to the Borrower or any other Person for refusing to release, any item of Collateral to the Borrower or any other Person without the express prior written consent and at the Subsidiaries direction of the Borrower in a transaction permitted by the Loan DocumentsLender.

Release of Collateral. All covenants, representations and warranties and grants of security interests made in this Agreement continue in full force until the Termination Date. So long as Borrowers have satisfied the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist and any other obligations which, by their terms, are to survive the termination of this Agreement), this Agreement and any remaining commitments to extend credit may be terminated prior to the Term Loan Maturity Date by Borrowers, by written notice of termination to Lenders. Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. On the Termination Date, Administrative Agent shall direct Collateral Trustee to deliver evidence of the release of Collateral, which release shall occur substantially concurrently with the Termination Date. Collateral Trustee hereby agrees that any Liens granted to Collateral Trustee by the Loan Parties on any Collateral shall be automatically released (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest accordance with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At 12.1, upon the request of any Grantor following any such terminationTermination Date, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed if such Collateral is sold, transferred or permitted otherwise disposed of by a Loan Party pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien sale, transfer or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided underother disposition that is made in compliance with, and subject to the terms and conditions set forth incondition of, this Agreement, or (c) if required to effect any sale, transfer or other disposition of such subsectionCollateral in connection with any exercise of remedies by Administrative Agent or Collateral Trustee pursuant to Section 9. In connection therewithAny 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 Loan Parties in respect of) all interests retained by Administrative Agent, the AgentLenders, or Collateral Trustee in Loan Parties or any of their Subsidiaries. Upon ▇▇▇▇▇▇▇▇’s reasonable request and at the request of any Grantor▇▇▇▇▇▇▇▇’s sole cost and expense, Administrative Agent shall execute and execute, deliver to such Grantor or authorize such documents as such Grantor shall may be reasonably request required to evidence such releaseany release described above. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At The Trustee shall not at any time release Collateral from the time provided in subsection 8.10(b)(iii) of the Credit Agreement, Liens created by this Indenture and the Collateral shall automatically be released from Documents unless such release is in accordance with the Lien created hereby provisions of this Indenture and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationDocuments. (b) If The Trustee shall release Collateral from the Agent shall be directed or permitted pursuant Liens contemplated by this Indenture and the Collateral Documents if, when and to subsection 8.10(bthe extent required by Section 10.05 hereof. Subsections (a), (b), (c), (d) and (e) of Section 10.05 each constitutes a separate and independent basis for the Credit Agreement to release any Lien or any of Collateral, and upon compliance with any such subsection, Collateral shall be released from as provided therein, without the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, necessity of compliance with any other subsection of such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseSection. (c) At The release of any Collateral from the time provided in subsection 8.10(b) Lien of the Credit Agreement, then, upon Collateral Documents shall not be deemed to impair the request security under this Indenture in contravention of the Borrowerprovisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Collateral Documents. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property from the Lien of the Collateral Documents and relating to the substitution therefor of any property to be subjected to the Lien of the Collateral Documents to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent person, which person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. (d) If the Trustee at any time holds Liens in the Collateral through a collateral agency arrangement (including, without limitation, the collateral agency established in the Intercreditor Agreement as in effect as of the Issue Date), unless as the Trustee is the collateral agent thereunder, any reference herein or in any Collateral Document to a condition to release by the consent Trustee of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor its Liens shall be released from deemed to refer to a release by the Trustee of its obligations hereunder beneficial interest in the event that all Liens held by such collateral agent. Any such release by the Stock Trustee shall be binding between the Trustee and Stock Equivalents such collateral agent, but shall not constitute a release by the collateral agent of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsLiens.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(iii) of Section 10.10 (Release of Collateral or Guarantors) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 10.10(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At Upon receipt from the time provided Borrower of a Request for Release in subsection 8.10(b)(iii) of the Credit Agreementform attached hereto, the Collateral Agent shall automatically be released from promptly release the Lien created hereby documents requested therein for the purposes so requested. The Agent shall promptly execute, and this Agreement and all obligations (other than those expressly stated shall cause the Collateral Agent to survive such termination) of the Agent and each Grantor hereunder shall terminateexecute, as appropriate, all without delivery of any instrument or performance of any act by any party, and all rights documents required to the Collateral shall revert to the Grantors. Each Grantor (or be executed in such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationRequest for Release. (b) If Notwithstanding any other provision of this Agreement or any other Loan Document, upon the Agent shall be directed occurrence of a Capital Event with respect to any Mortgage Loan or permitted pursuant to subsection 8.10(bREO Property as described in Section 2.7(a) hereof, Agent, on behalf of the Credit Agreement Lenders, shall, simultaneously with such Capital Event, release the Lien of the applicable Collateral Assignment of Mortgage or REO Mortgage and UCC-1 financing statements and any other Liens in favor of the Lenders relating to release such Mortgage Loan or REO Property or the portion thereof affected by such Capital Event. (c) If (i) Agent on behalf of the Lenders receives Loss Proceeds with respect to any Lien Mortgaged Property or any CollateralREO Property in the event of a Taking affecting such Mortgaged Property or REO Property in whole or a casualty affecting 100% of such Mortgaged Property or REO Property (or a substantial portion thereof) as described in Section 2.12(f), (ii) in the case of a casualty only, such Collateral Loss Proceeds are equal to an amount acceptable to Agent, and (iii) such Loss Proceeds are applied to reduce the Indebtedness in accordance with Sections 2.7(b) and 2.12(b), then Agent on behalf of the Lenders shall simultaneously with such application release or cause to be released from the Lien created hereby of the Collateral Assignment of Mortgage or REO Mortgage and UCC-1 financing statements and any other Liens in favor of the Lenders relating to the extent provided under, such Mortgaged Property or REO Property and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver all documentation reasonably requested of Agent with respect to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (cd) At the time provided in subsection 8.10(b) Upon repayment of the Credit AgreementLoan and all other amounts due hereunder and under the Loan Documents in full in accordance with the terms hereof and thereof, thenthe Lenders shall, upon the request of the Borrowerwith reasonable promptness after such payment, unless as a condition release or cause to be released all Liens with respect to all Collateral or, to the consent extent necessary to facilitate future savings of Agent and Lenders mortgage tax in states that impose mortgage taxes, assign such Liens to Borrower's new lender(s), provided that any such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor assignments shall be released from its obligations hereunder in the event without recourse, representation, or warranty of any kind, except that all the Stock Agent shall represent and Stock Equivalents of warrant that such Grantor shall be sold to any Person that is Lien has not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted been previously assigned by the Loan DocumentsAgent.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Pledged Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Pledged Collateral shall revert to the GrantorsCredit Parties. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Pledged Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Pledged Collateral, such Pledged Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Equity Interest of such Grantor shall be sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At So long as no Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by Agent upon any Collateral being sold or disposed of in compliance with the time provided in subsection 8.10(b)(iii) provisions of the Credit Loan Documents, which compliance will be determined by Agent in its reasonable discretion. In furtherance of the foregoing, so long as no Event of Default or Early Wind-Down Trigger Event exists, if the terms and conditions set forth this in Agreement with respect to any Permitted Disposition are fully complied with (including, without limitation, the receipt of the proceeds of such sale or disposition in accordance with this Agreement), then Agent’s Lien on such Assets shall be deemed automatically released without any further action. If requested by Borrower, upon, or simultaneously with the, receipt of the proceeds of such sale or disposition in accordance with this Agreement, the Collateral Agent shall automatically be released from the Lien created hereby execute and this Agreement and all obligations (other than those expressly stated to survive deliver such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such at Borrower’s expense, as releases are necessary to further evidence the release of security interest with Agent’s Liens on the Applicable IP Office, at such time evidencing applicable Collateral and shall return the termination of the Liens so releasedapplicable Collateral to Borrower; provided, however, that the 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 to the extent that any such payment made or received of the Obligations is subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee, debtor in no event is any Grantor authorized to execute any instrumentpossession, agreement receiver or document on behalf custodian of Agent the Borrower or Indemnitor or any Lender other similar Person under any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to evidence be satisfied by such release pursuant to this Section 8.2. At payment shall be revived and shall continue as if such payment had not been received by Agent and the request Liens created hereby shall be revived automatically without any action on the part of any Grantor following any party hereto and shall continue as if such termination, the payment had not been received by Agent. Agent shall deliver not be deemed to such Grantor 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 Grantor held by the Agent hereunder delivery, of any and execute and deliver to all Liens arising from such Grantor such documents as such Grantor shall reasonably request to evidence such terminationPerson’s own acts. (b) If Subject to Section 12.3, promptly following full performance and satisfaction and indefeasible payment in full in cash of all Obligations (other than indemnity obligations of Borrower under the Agent shall be directed Loan Documents that are not then due and payable or permitted pursuant to subsection 8.10(bfor which any events or claims that would give rise thereto are not then pending) and the termination of this Agreement, the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien Liens created hereby to the extent provided under, shall terminate and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, Agent shall execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens on the Collateral and shall return the Collateral to Borrower; provided, however, that the parties agree that, notwithstanding any such Grantor termination or release or the execution, delivery or filing of any such documents as or the return of any Collateral, if and to the extent that any such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) payment made or received of the Credit AgreementObligations is subsequently invalidated, thendetermined to be fraudulent or preferential, upon the request of the Borrowerset aside, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is defeased or required to remain subject be repaid to this Agreementa trustee, a Grantor shall be released from its obligations hereunder debtor in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partypossession, the Borrower and the Subsidiaries receiver or custodian of the Borrower in a transaction permitted or Indemnitor or any other similar 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 revived and shall continue as if such payment had not been received by Agent and the Loan DocumentsLiens created hereby shall be revived automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by Agent. Agent 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 and all Liens arising from such Person’s own acts.

Release of Collateral. (a) At such time as the time provided Loan and the other Obligations shall have been paid in subsection 8.10(b)(iiifull (other than contingent indemnification obligations for which no claim has been made or is reasonably foreseeable) of and the Credit AgreementLoan Commitments have been terminated, the Collateral shall automatically be released from the Lien Liens created hereby hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent each Credit Party and each Grantor Loan Party hereunder shall terminate, all without delivery of any instrument or performance of any act further action by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Borrower. At the request and sole expense of any Grantor Loan Party following any such termination, the Agent Lender shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Agent hereunder ▇▇▇▇▇▇ hereunder, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (b) If any of the Agent Collateral shall be directed sold, transferred or otherwise disposed of by any Loan Party in a transaction permitted by this Agreement, then the Lien created pursuant to subsection 8.10(b) of the Credit this Agreement to release any Lien or any Collateral, in such Collateral shall be released from the Lien created hereby to the extent provided underreleased, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the AgentLender, at the request and sole expense of any Grantorsuch Loan Party, shall execute and deliver to such Grantor Loan Party all releases and other documents reasonably necessary or advisable for the release of the Liens created hereby on such documents Collateral; provided that the Borrower shall provide to Lender evidence of such transaction’s compliance with this Agreement and the other Loan Documents as such Grantor Lender shall reasonably request to evidence such release. (c) request. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor Guarantor shall be released from its obligations hereunder in the event that all of the Stock and Stock Equivalents Equity Interests of such Grantor shall be sold to any Person that is not a Credit PartyGuarantor are sold, the Borrower and the Subsidiaries transferred or otherwise disposed of the Borrower in a transaction permitted by this Agreement; provided that the Borrower shall have delivered to Lender, at least 10 Business Days (or such shorter period reasonably acceptable to Lender) prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Release of Collateral. (a) At the time provided Upon satisfaction in subsection 8.10(b)(iii) full in cash of the Credit Agreementall Obligations (other than surviving indemnity obligations as to which no claim is then pending), the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Subordinated Lender and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent Subordinated Lender shall deliver to such Grantor any Collateral of such Grantor held by the Agent Subordinated Lender hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (ci) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement (as in effect on the date hereof or as amended by one or more Controlling Amendments) and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrowers, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not an Affiliate of a Credit Party, the Borrower and or the Subsidiaries of the a Borrower in a transaction permitted by the Loan Subordinated Note Documents; and (ii) effective upon the release by the Agent of any Lien against any Collateral pursuant to Section 8.10(b)(i) or Section 8.10(b)(ii) of the Credit Agreement (as in effect on the date hereof or as amended by one or more Controlling Amendments), the Subordinated Lender’s Lien in the Collateral so released shall be released, automatically and without need for further action by any Person.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) Upon termination of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) the Commitment of the Agent Banks to make Loans hereunder and each Grantor hereunder shall terminate, the payment in full of all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; providedObligations, howeverthe Agent, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence the Banks, shall release the Collateral and shall execute such instruments of release pursuant to this Section 8.2. At as the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder Borrower and execute and deliver to such Grantor such documents as such Grantor shall its counsel may reasonably request to evidence such terminationrequest. (b) If So long as no Event of Default has occurred, the Collateral Agent shall be authorized to release each Mortgage Loan from the lien of the Collateral Assignment as it is repaid or sold so that the Borrower may in turn release the Mortgage and return the original Mortgage Loan Note to the Mortgage Loan Obligor or deliver the Mortgage Loan Note and Mortgage Loan Documents to the purchaser of such Mortgage Loan, as more particularly described in the Collateral Agency Agreement. Upon the occurrence of an Event of Default, one hundred percent (100%) of the loan repayment proceeds of each Mortgage Loan or other proceeds from the sale or other realization upon the Mortgage Loan Collateral or Bonds shall be applied to payment of the Outstanding Loans, as more particularly provided in the Lockbox Agreement and upon receipt of such proceeds in the Lockbox with respect to a Mortgage Loan, the Agent shall be directed or permitted pursuant instruct the Collateral Agent to subsection 8.10(b) execute a partial release from the lien of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver Assignment with respect to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseMortgage Loan. (c) At In addition to the time circumstances outlined in §5.2(a) and (b) above and provided in subsection 8.10(b) no Default or Event of Default shall have occurred and be continuing hereunder (or would exist immediately after giving effect to the transactions contemplated by this §5.2), the Collateral Agent shall release a Mortgage Loan from the lien or security title of the Credit Agreement, then, Collateral Assignment upon the request of the Borrower, unless as a condition Borrower subject to and upon the following terms and conditions: (i) the Borrower shall deliver to the consent of Agent and Lenders the Collateral Agent written notice of its desire to obtain such sale, if applicable, release no later than three (3) business days prior to the date on which such Grantor release is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, effected; (ii) the Borrower shall pay all reasonable administrative costs and the Subsidiaries expenses of the Agent in connection with such release, including without limitation, reasonable attorney's fees; and (iii) the Borrower shall pay to the Agent for the account of the Banks a release price in a transaction permitted by an amount necessary to reduce the Loan Documents.outstanding principal balance of the Loans so that no Event of Default shall exist under §12 following such release. - 30 -

Release of Collateral. (a) At the time provided in subsection Section 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Canadian Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendmentsPPSA financing change statements, termination statements and other documents, such as releases of security interest with the Applicable IP Office, Office at such time evidencing the termination of the Liens so released; provided, provided however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Canadian Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Canadian Agent shall deliver to such Grantor any Collateral of such Grantor held by the Canadian Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Canadian Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Canadian Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Canadian Borrower, unless as a condition to the consent of Canadian Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower Canadian Borrowers and the Subsidiaries of the Borrower Canadian Borrowers in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At From time to time until the time provided Custodian is otherwise notified in subsection 8.10(b)(iii) writing by the Lender Agent, which notice shall be given by the Lender Agent only following the occurrence of an Event of Default, the Custodian shall, upon receipt of written request of the Credit Agreementapplicable Borrower and written authorization of the Lender Agent, to release documentation relating to Mortgage Loans in the Collateral possession of the Custodian to such Borrower, or its designee, for the purpose of correcting documentary deficiencies relating thereto against a Request for Release and Receipt executed by the applicable Borrower in the form of Annex 5-A hereto. The applicable Borrower or its designee shall automatically be return to the Custodian each document previously released from the Lien created Custodian's Mortgage File within forty-five (45) calendar days of receipt thereof. Each Borrower hereby further represents and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights warrants to the Lender Agent that any such request by a Borrower for release of Collateral shall revert be solely for the purposes of correcting clerical or other non-substantial documentation problems in preparation for returning such Collateral to the Grantors. Each Grantor (Custodian for ultimate sale or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements exchange and other documents, such as releases of security interest with that the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence applicable Borrower has requested such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral in compliance with all terms and conditions of such Grantor held by release set forth in the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationLoan Agreement. (b) If From time to time until the Custodian is otherwise notified in writing by the Lender Agent, which notice shall be given by the Lender Agent only following the occurrence of an Event of Default, the Custodian shall, upon written receipt from the applicable Borrower or its designee of a Request for Release of Documents and Receipt in the form of Annex 5-B hereto and written authorization of the Lender Agent, release to such Borrower or its designee the related Custodian's Mortgage File or the documents set forth in such request and receipt. The applicable Borrower or its designee shall hold each Mortgage File delivered to it pursuant to this Section 5(b) as bailee for the Lender Agent. Such Borrower or its designee shall return to the Custodian each document previously released from the Custodian's Mortgage File within forty-five (45) calendar days of receipt thereof. Each Borrower hereby further represents and warrants to the Lender Agent that any such request by any Borrower or its designee for release of Collateral shall be solely for the purposes of foreclosure or servicing of any of the Mortgage Loans. (i) Upon receipt of a Request for Release of Documents executed by the applicable Borrower in the form of Annex 5-C hereto, with an electronic copy to the Lender Agent, the Custodian shall release Mortgage Files in its possession to approved third-party purchasers listed on Annex 12 attached hereto (each an "Approved Purchaser") for the purpose of resale thereof. The applicable Borrower or such Approved Purchaser shall return to the Custodian each document previously released from the Custodian's Mortgage File within forty-five (45) calendar days of receipt thereof. (ii) Any transmittal of documentation for Mortgage Loans in the possession of the Custodian in connection with the sale thereof to an Approved Purchaser will be under cover of a transmittal letter substantially in the form attached hereto as Annex 10 duly completed by the Custodian and executed by the Custodian. (iii) Any transmittal of documentation for Mortgage Loans in the possession of the Custodian in connection with the shipment to a custodian or trustee in connection with the formation of a mortgage pool supporting a mortgage-backed security (an "MBS") will be under cover of a transmittal letter substantially in the form attached hereto as Annex 11. Promptly upon (x) the remittance by such Approved Purchaser of the full purchase price of the Mortgage Loan or (y) the issuance of such MBS, the Lender Agent shall notify the Custodian thereof. In connection with any request to deliver Mortgage Files pursuant to this Section 5(c), the applicable Borrower shall provide the Custodian with a Mortgage Loan Schedule in computer readable form and shall provide no less than one Business Day's notice for each 150 Mortgage Files requested for release; provided, that such prior notice shall not be required if the Custodian is to be the recipient of such files on behalf of such third-party purchaser or is the custodian or trustee in respect of such MBS. (d) From time to time until the Custodian is otherwise notified in writing by the Lender Agent, and with the prior written consent of the Lender Agent, the Borrowers may substitute for one or more Eligible Mortgage Loans constituting the Collateral one or more substitute Eligible Mortgage Loans having aggregate Collateral Value equal to or greater than the Collateral Value of the Mortgage Loans being substituted for, or obtain the release of one or more Mortgage Loans constituting Collateral hereunder; provided that, after giving effect to such substitution or release, the Secured Obligations then outstanding shall not exceed the Borrowing Base, which determination shall be made solely by the Lender Agent. In connection with any such requested substitution or release, the applicable Borrower will provide notice to the Custodian and the Lender Agent in the form of Annex 5-D attached hereto no later than 3:00 p.m., New York City time, on the date of such request, specifying the Mortgage Loans to be substituted for or released and the substitute Mortgage Loans to be pledged hereunder in substitution therefor, if any, and shall deliver with such notice a Custodial Identification Certificate and a revised Mortgage Loan Schedule indicating any substitute Mortgage Loans. The Custodian will effect the requested substitution or release no later than 8:00 p.m., New York City time, two Business Days following the day on which such request was timely made for the first 150 such substitute Mortgage Loans (with one additional Business Day for each 100 additional substitute Mortgage Loans) (provided, that, such timing requirements shall be inapplicable in the case of Mortgage Loans already held by the Custodian for any other reason) after the Custodian has certified to the Lender Agent on such Business Day that the matters set forth in Section 3(c) hereof with respect to any substitute Mortgage Loans are true and correct. Each such substitution or release shall be deemed to be a representation and warranty by the Borrowers that any substitute Mortgage Loans are Eligible Mortgage Loans and that after giving effect to such substitution or release, the Secured Obligations then outstanding shall not exceed the Borrowing Base. (e) So long as the Custodian has not received written notice that any Event of Default has occurred and is continuing, the Custodian and the Lender Agent shall take such steps as they may reasonably be directed or permitted pursuant from time to subsection 8.10(b) time by the applicable Borrower in writing, which the applicable Borrower deems necessary and appropriate, to transfer promptly and deliver to the applicable Borrower any Mortgage File in the possession of the Credit Agreement Custodian relating to any Mortgage Loan previously included in the Borrowing Base as an Eligible Mortgage Loan but which the Borrowers or the applicable Borrower, with the written consent of the Lender Agent, have notified the Custodian has ceased to be an Eligible Mortgage Loan. In furtherance of the foregoing, upon receipt of written request from the applicable Borrower in the form of Annex 5-D hereto, which must be acknowledged by the Lender Agent, and provided that no Event of Default has occurred and is continuing of which the Custodian shall have received written notice, the Custodian shall release to the applicable Borrower the requested Mortgage Files. (f) Following the Lender Agent's written instructions to the Custodian not to release any Lien item of Collateral, the Custodian shall not release, or incur any liability to any Borrower or any Collateralother Person for refusing to release, such any item of Collateral shall be released from to any Borrower or any other Person without the Lien created hereby to the extent provided under, express prior written consent and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request direction of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releasethe Lender Agent. (cg) At The Custodian shall at all times monitor any release of Collateral under this Section 5 and shall track the period of time provided in subsection 8.10(bwhich has elapsed for any such release of Collateral. (h) Notwithstanding the foregoing, any Request for Release of the Credit Agreement, then, upon the request of the Borrower, unless as a condition Documents may be delivered to the consent of Lender Agent via electronic mail which attaches the appropriate form referenced in clauses (a) and Lenders to such sale(b) above, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries Lender Agent's affirmative response via return electronic mail with an electronic copy to the Custodian shall constitute written consent for the purpose of the Borrower in a transaction permitted by the Loan Documentsthis Section 5.

Release of Collateral. (a) At In addition to their rights under Section 11.03, the Pledgors shall have the right, at any time provided in subsection 8.10(b)(iii) and from time to time, to obtain a release of any items of the Credit Agreement, Collateral so long as the Collateral shall automatically be released from Pledgors obtain a release of the Lien created hereby and this Agreement and all obligations (other than those expressly stated granted to survive the Senior Bank Agent on such termination) Collateral securing the Senior Bank Debt in accordance with the provisions of the Agent Senior Credit Facility and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationIntercreditor Agreement. (b) If the Senior Credit Facility is no longer in effect, or the Senior Bank Debt is no longer secured by any of the Collateral, the Notes and the Subsidiary Guarantees will not (subject to the provisions under Section 4.12 hereof) be secured by any of the Collateral; provided, however, that if the Senior Bank Debt is thereafter secured by any assets or property of the type that would constitute Collateral, the Company and its Subsidiaries, in accordance with the provisions of Section 11.05, shall cause the Notes and the Subsidiary Guarantees to be secured by a Lien on such Collateral. To the extent that the Senior Credit Facility is in effect and the Senior Bank Agent releases its Lien on all or any portion of the Collateral of the Company or any Subsidiary securing the Senior Bank Debt, the Lien on such Collateral securing the Notes and the Subsidiary Guarantees shall likewise be released (subject to the provisions under Section 4.12 hereof); provided, however, that if the Senior Bank Debt is thereafter secured by any assets or property of the type that would constitute Collateral, the Company and its Subsidiaries, in accordance with the provisions of Section 11.05, shall cause the Notes and the Subsidiary Guarantees to be secured by a Lien on such Collateral. (c) In connection with any release by the Senior Bank Agent of the Collateral securing the Senior Bank Debt, in accordance with the Intercreditor Agreement, the Trustee shall execute and deliver any and all instruments evidencing the release of the Lien of the Security Documents on the Collateral described to be released in the Release notice (as defined in the Intercreditor Agreement) delivered by the Senior Bank Agent in accordance with the provisions of the Intercreditor Agreement. Any releases of Collateral made in strict compliance with the provisions of this Section 11.04 shall be directed or permitted pursuant deemed not to subsection 8.10(b) impair the Security Interests created by the Security Documents in favor of the Trustee for its benefit and the benefit of the holders of the Notes, in contravention of the provisions of this Indenture. (d) Notwithstanding the foregoing, if during the continuance of an Event of Default the Senior Bank Debt is repaid in full and the Senior Credit Agreement Facility ceases to release be in effect, any Lien Collateral owned by the Company or any CollateralSubsidiary Guarantor and remaining after any disposal of collateral, such Collateral the proceeds of which were used to repay the Senior Bank Debt, shall continue to secure the Notes and the Subsidiary Guarantees and shall not be released from the Lien created hereby granted to the extent provided under, and subject to Trustee under the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents Security Documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) a result of the Senior Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor Facility's Liens being released (but shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents automatically when such Event of such Grantor shall be sold Default ceases to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsexist).

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSection 4.1(a) or 4.4 of the Credit Collateral Trust Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; providedreleased in accordance with Section 4.1(a) or 4.4, howeveras applicable, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2the Collateral Trust Agreement. At the request of any Grantor following any such termination, the Agent Collateral Trustee shall deliver to such Grantor any Collateral of such Grantor held by the Agent Collateral Trustee hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent Collateral Trustee shall be directed or permitted pursuant to subsection 8.10(b) Section 4.1 or 4.4 of the Credit Collateral Trust Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSections 4.1 and 4.4 of the Collateral Trust Agreement. In connection therewith, the AgentCollateral Trustee, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementCompany, a Grantor shall be released from its obligations hereunder (and the Liens granted by such Grantor shall be released) in the event that all the Stock and Stock Equivalents of such Grantor shall be sold released from its obligations as a Guarantor pursuant to Section 10.06 of the First Lien Indenture and the requirements of any Person that is not a Credit Partyother Priority Lien Documents. In connection therewith, the Borrower Collateral Trustee, at the request of any Grantor, shall execute and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsdeliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b8.10(a) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Partyan Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. i) Upon the Debt Termination Date (a) At as notified to the time provided in subsection 8.10(b)(iii) of Collateral Agent by the Credit AgreementAdministrative Agent), the Collateral shall automatically be released from the Lien Liens created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor Wholly Owned Holdco Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantorseach Wholly Owned Holdco Guarantor. Each Grantor (or such Grantor’s designee) Wholly Owned Holdco Guarantor is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and expense of any Grantor each Wholly Owned Holdco Guarantor following any such termination, the Collateral Agent shall deliver to such Grantor Wholly Owned Holdco Guarantor any Collateral of such Grantor Wholly Owned Holdco Guarantor held by the Collateral Agent hereunder and execute and deliver to such Grantor Wholly Owned Holdco Guarantor such documents as such Grantor Wholly Owned Holdco Guarantor shall reasonably request to evidence such termination. (bii) If any Collateral is sold or otherwise transferred by any Wholly Owned Holdco Guarantor in a sale or transfer permitted under the Credit Agreement, then the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(b) (acting at the direction of the Credit Agreement to Administrative Agent) shall release any Lien or any Collateral, and such Collateral shall be released from the Lien Liens created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionin the Credit Agreement and the other Loan Documents. In connection therewith, the Collateral Agent, at the request of any Grantorsuch Wholly Owned Holdco Guarantor and at the sole expense of the Borrower, shall execute and deliver to such Grantor Wholly Owned Holdco Guarantor such documents as such Grantor Wholly Owned Holdco Guarantor shall reasonably request to [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. evidence such release. . In addition, in connection with any Permitted Fund Disposition with respect to any Pledged Ownership Entity in any entity specified in Schedule 6 and any Pledged Ownership Interest therein (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then“Released Entity”), upon the request conditions set forth in the definition of Permitted Fund Disposition in the BorrowerCredit Agreement with respect thereto, unless as a condition the security interest granted herein with respect to the consent of Agent Released Entity and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor the Pledged Ownership Interests therein shall be released upon delivery of notice of such release from its obligations hereunder Borrower to Collateral Agent, countersigned and approved by Administrative Agent, and the security interest granted hereby in the event that Released Entity and in the Pledged Ownership Interests therein shall terminate and all rights thereto shall revert to the Stock applicable Wholly Owned Holdco Guarantor and Stock Equivalents of such Grantor any certificated securities and irrevocable proxies and/or power relating thereto shall be sold returned to the applicable Wholly Owned Holdco Guarantor. Upon any Person that is not a Credit Partysuch release in accordance with the preceding sentence, the Borrower and Collateral Agent (acting at the Subsidiaries direction of the Borrower in a transaction permitted by the Loan DocumentsAdministrative Agent) shall update Schedule 6 to reflect such release.

Release of Collateral. (a) At the time provided in subsection Section 8.10(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and shall promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection Section 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 8.10(b) of the Credit Agreement. In connection therewith, the Agent, at the request of any Grantor, shall promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection Section 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrower Representative, a Grantor shall be automatically released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not an Affiliate of Holdings, a Credit Party, the Borrower and or the Subsidiaries of the a Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) At Upon the time provided in subsection 8.10(b)(iii) of the Credit AgreementFacility Termination Date, the Collateral shall be automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall automatically revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the written request and reasonable expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents or take such actions as such Grantor shall reasonably request to evidence or effectuate such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(b) Section 9.10 of the Credit Agreement to release any Lien or on any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionsection. In connection therewith, the Administrative Agent, at the written request of any Grantor, shall execute and deliver to such Grantor such documents or take such actions as such Grantor shall reasonably request to evidence or effectuate such release, all at the reasonable expense of the Grantor. (c) At the time provided in subsection 8.10(bSection 9.10(a) of the Credit Agreement, then, upon Agreement and at the written request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a applicable Grantor shall be released from its obligations hereunder in hereunder; and the event that all Administrative Agent, at the Stock and Stock Equivalents written request of such Grantor, shall execute and deliver to such Grantor shall be sold such releases or other documents or take such actions reasonably requested by such Grantor to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documentsevidence or effectuate such release.

Release of Collateral. (a) At Upon the time provided in subsection 8.10(b)(iii) termination of the Credit AgreementCommitments and the indefeasible payment and satisfaction in full of all Loans and all other Obligations, the Collateral shall automatically be released from the Lien created hereby and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent Secured Party and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Agent Secured Party shall deliver to such Grantor any Collateral of such Grantor held by the Agent Secured Party hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Agent Collateral shall be directed sold or disposed of by any Grantor in a transaction permitted pursuant to subsection 8.10(b) by the Subordinated Credit Agreement, the Collateral so sold or disposed of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided undersold or disposed of, and subject to the terms and conditions set forth inand, such subsection. In in connection therewith, the AgentSecured Party, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold or disposed; provided, however, that the Borrower shall have delivered to any Person that is not a Credit the Secured Party, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the Subsidiaries of the Borrower in a transaction permitted by the other Loan Documents. (c) If any of the Collateral shall be subject to a Lien permitted by Section 7.1(d) or 7.1(e) of the Subordinated Credit Agreement, the Collateral so subject to such a Lien shall be released from the Lien created hereby to the extent subject to the Lien, and, in connection therewith, the Secured Party, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Collateral.

Release of Collateral. Each Grantor and the Collateral Agent agree that: (a) At For the time provided avoidance of doubt, (i) if any Slot ceases to be included in subsection 8.10(b)(iii) of the Credit AgreementSGR Assets constituting Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the SGR 1" = "1" "WEIL:\97571225\8\13173.0005" "" WEIL:\97571225\8\13173.0005 Assets constituting Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, the Collateral such Slot or Foreign Gate Leasehold shall be automatically be released from the Lien created hereby and of this Agreement and all obligations (other than those expressly stated ii) subject to survive such terminationSection 5(b) of the Agent and each Grantor hereunder shall terminatethis Annex, all without delivery of if any instrument FAA Slot or performance of any act Foreign Slot now held or hereafter acquired by any partyGrantor becomes an FAA Route Slot or a Foreign Route Slot, respectively, or any right, title, privilege, interest and all rights authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases Lien of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationSecurity Agreement. (b) If Upon satisfaction and completion, as determined by the Agent shall be directed or permitted pursuant to subsection 8.10(bAppropriate Party, of the conditions for release of any SGR Assets constituting Collateral from the Lien granted hereby in accordance with Section 6.17(b)(iii) of the Credit Agreement to release any Lien or any CollateralLoan Agreement, such Collateral SGR Assets shall be released from the Lien created hereby to the extent provided undergranted under this Agreement, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall Collateral Agent will thereupon execute and deliver to the applicable Grantor, at such Grantor such Grantor’s sole expense, all appropriate UCC termination statements and other documents as that such Grantor shall reasonably request to evidence such release. The Collateral Agent shall have no liability whatsoever to any Secured Party as a result of its execution of any such documentation with respect to any such release. (c) At In connection with any release of any SGR Assets constituting Collateral pursuant to this Section 6, the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition Collateral Agent will execute and deliver to the consent of Agent applicable Grantor, at such Grantor’s sole expense, all appropriate UCC termination statements and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event other documents that all the Stock and Stock Equivalents of such Grantor shall be sold reasonably request to evidence such release. The Collateral Agent shall have no liability whatsoever to any Person that is not Secured Party as a Credit Party, the Borrower and the Subsidiaries result of the Borrower in a transaction any release of SGR Assets constituting Collateral by it as permitted by the Loan Documentsthis Section 6.

Release of Collateral. (a) At Upon the time provided termination of the Commitments and payment and satisfaction of all Loans, Reimbursement Obligations and all other Secured Obligations (other than Secured Obligations described in subsection 8.10(b)(iiiClauses (ii), (iii) or (iv) of the Credit Agreementdefinition thereof) then due and owing, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such applicable Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent any Collateral shall be directed sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement or if any Collateral is otherwise permitted to be released pursuant to subsection 8.10(bSection 10.8 (b) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement to release any Lien Agreement, the Collateral so sold or any Collateral, such Collateral disposed of or otherwise released shall promptly be released from the Lien created hereby to the extent provided underin clauses (ii) or (iii) of Section 10.8(b) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, Administrative Agent shall promptly execute and deliver to such Grantor all releases or other documents and take all other actions reasonably necessary or desirable for the release of the Lien created hereby on such documents as such Grantor shall reasonably request to evidence such releaseCollateral. (c) At the time provided in subsection 8.10(b) request and sole expense of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementCompany, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be so sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower or disposed in a transaction permitted by the Credit Agreement; and, in connection therewith, the Administrative Agent, upon receipt from the Company of, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by a Responsible Officer of the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan DocumentsDocuments shall promptly execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Collateral.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSections 10.8(b)(i) and (iii) (Concerning the Collateral and the Collateral Documents) of the Credit AgreementAgreement and to the extent required under such provisions, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder with respect to such Collateral shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the such Collateral (if any) shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any such Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (b) If the Collateral Agent shall be directed or permitted pursuant to subsection 8.10(bSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any CollateralGrantor in a transaction permitted by the Credit Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionSection 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement. In connection therewith, the Collateral Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; provided, however, that is not a Credit Party, the Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the Subsidiaries terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower in a form and substance satisfactory to the Collateral Agent stating that such transaction permitted by is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At Notwithstanding any other provision of this Agreement or any other Loan Document, upon the time provided occurrence of a Capital Event with respect to any REO Property or Mortgage Loan as described in subsection 8.10(b)(iiiSECTION 2.7(a) hereof and the deposit by Borrower into the Collection Account of the Credit AgreementCapital Event Proceeds with respect thereto (including any required Borrower Release Price Contribution), the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminateAgent, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent the Lenders, shall, simultaneously with such Capital Event, release the Lien of the applicable REO Mortgage or Collateral Assignment of Mortgage and UCC-1 financing statements and any Lender to evidence such release pursuant to this Section 8.2. At other Liens in favor of the request of any Grantor following any such termination, the Agent shall deliver Lenders relating to such Grantor any Collateral of REO Property or Mortgage Loan or the portion thereof affected by such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationCapital Event. (b) If (i) Agent on behalf of the Lenders receives Loss Proceeds with respect to any REO Property or Mortgage Loan in the event of a Taking affecting such REO Property or the related Mortgaged Property in whole or a casualty affecting 100% of such REO Property or the related Mortgaged Property (or a substantial portion thereof) as described in SECTION 2.12(f), (ii) in the case of a casualty only, such Loss Proceeds together with the Borrower Release Price Contribution, if any, are equal to at least the applicable Release Price and (iii) such Loss Proceeds (and Borrower Release Price Contribution, if any) are applied to reduce the Indebtedness in accordance with SECTIONS 2.7(b) and 2.12(b), then Agent on behalf of the Lenders shall simultaneously with such application release or cause to be released the Lien of the applicable REO Mortgage or Collateral Assignment of Mortgage and UCC-1 financing statements and any other Liens in favor of the Lenders relating to such REO Property or Mortgage Loan and shall execute all documentation reasonably requested of Agent with respect to such release; PROVIDED, that in the case of a casualty only, Agent shall be directed or permitted pursuant not have any obligation to subsection 8.10(b) release its Lien unless and until it has received the payment of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby Principal Indebtedness in an amount equal to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such releaseapplicable Release Price. (c) At the time provided in subsection 8.10(b) Upon and concurrently with repayment of the Credit AgreementLoan and all other amounts due hereunder and under the Loan Documents in full in accordance with the terms hereof and thereof, thenthe Lenders shall release all Liens with respect to all collateral. (d) Upon receipt from the Borrower of a Request for Release in the form attached hereto, upon the request of Collateral Agent shall promptly release the Borrowerdocuments requested therein for the purposes so requested. The Agent shall promptly execute, unless and shall cause the Collateral Agent to execute, as a condition to the consent of Agent and Lenders to such saleappropriate, if applicable, such Grantor is all documents required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder executed in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsRequest for Release.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiSECTION 10.8(b)(i) (CONCERNING THE COLLATERAL AND THE COLLATERAL DOCUMENTS) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent any Collateral shall be directed sold or disposed of by any Grantor in a transaction permitted pursuant to subsection 8.10(b) of by the Credit Agreement to release any Lien Agreement, the Collateral so sold or any Collateral, such Collateral disposed of shall be released from the Lien created hereby to the extent provided underin SECTION 10.8(b)(ii) or (iii) (CONCERNING THE COLLATERAL AND THE COLLATERAL DOCUMENTS) of the Credit Agreement and, and subject to the terms and conditions set forth in, such subsection. In in connection therewith, the Administrative Agent, at the request and sole expense of any Grantorthe Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) Collateral. At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request and sole expense of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents capital stock of such Grantor shall be so sold to any Person or disposed; PROVIDED, HOWEVER, that is not a Credit Party, the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release or earlier if agreed by the Administrative Agent in its sole discretion, a written request for release identifying the relevant Grantor and the Subsidiaries terms of the Borrower sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a transaction permitted certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Release of Collateral. (a) At The Liens of the time Administrative Agent shall be released in full or in part as provided in subsection 8.10(b)(iiiArticle VIII(j) or Section 5.10 of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the written request and sole expense of any Grantor following any such terminationtermination or release, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor so released and held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If termination or release, such documents to be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything herein or in any other Loan Document to the contrary, upon the occurrence of a Collateral/Covenant Suspension Period and delivery to the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(b) of an Officer’s Certificate described in Section 5.10 of the Credit Agreement Agreement, the pledge and security interest granted hereby shall terminate and all rights to release any Lien or any Collateralthe Collateral shall automatically revert to the applicable Grantor in accordance with Section 5.10 of the Credit Agreement; provided that, such to the extent requested by the Required Lenders, the Collateral shall be released from subsequently automatically reinstated upon the Lien created hereby to occurrence of a Collateral/Covenant Event in accordance with Section 5.10 of the extent provided under, and subject to the terms and conditions set forth in, such subsectionCredit Agreement. In connection therewithDuring any Collateral/Covenant Suspension Period, the AgentAdministrative Agent will, at the request of any applicable Grantor’s expense, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided termination. Notwithstanding anything herein or in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition any other Loan Document to the consent of Agent and Lenders to such salecontrary, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to during any Person that is not a Credit PartyCollateral/Covenant Suspension Period, the Borrower terms and conditions of this Agreement and each other Collateral Document, including all covenants and representations and warranties contained herein and therein, shall not apply to the Subsidiaries of the Borrower in a transaction permitted by the Loan DocumentsGrantors.

Release of Collateral. Each Grantor and the Collateral Agent agree that: (a) At For the time provided avoidance of doubt, (i) if any Slot ceases to be included in subsection 8.10(b)(iii) of the Credit AgreementSGR Assets constituting Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the SGR 1" = "1" "WEIL:\97602794\8\13173.0005" "" WEIL:\97602794\8\13173.0005 Assets constituting Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, the Collateral such Slot or Foreign Gate Leasehold shall be automatically be released from the Lien created hereby and of this Agreement and all obligations (other than those expressly stated ii) subject to survive such terminationSection 5(b) of the Agent and each Grantor hereunder shall terminatethis Annex, all without delivery of if any instrument FAA Slot or performance of any act Foreign Slot now held or hereafter acquired by any partyGrantor becomes an FAA Route Slot or a Foreign Route Slot, respectively, or any right, title, privilege, interest and all rights authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases Lien of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationSecurity Agreement. (b) If Upon satisfaction and completion, as determined by the Agent shall be directed or permitted pursuant to subsection 8.10(bAppropriate Party, of the conditions for release of any SGR Assets constituting Collateral from the Lien granted hereby in accordance with Section 6.17(b)(iii) of the Credit Agreement to release any Lien or any CollateralLoan Agreement, such Collateral SGR Assets shall be released from the Lien created hereby to the extent provided undergranted under this Agreement, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall Collateral Agent will thereupon execute and deliver to the applicable Grantor, at such Grantor such Grantor’s sole expense, all appropriate UCC termination statements and other documents as that such Grantor shall reasonably request to evidence such release. The Collateral Agent shall have no liability whatsoever to any Secured Party as a result of its execution of any such documentation with respect to any such release. (c) At In connection with any release of any SGR Assets constituting Collateral pursuant to this Section 6, the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition Collateral Agent will execute and deliver to the consent of Agent applicable Grantor, at such Grantor’s sole expense, all appropriate UCC termination statements and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event other documents that all the Stock and Stock Equivalents of such Grantor shall be sold reasonably request to evidence such release. The Collateral Agent shall have no liability whatsoever to any Person that is not Secured Party as a Credit Party, the Borrower and the Subsidiaries result of the Borrower in a transaction any release of SGR Assets constituting Collateral by it as permitted by the Loan Documentsthis Section 6.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iii8.1(b)(iii) of the Credit Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsection. In connection therewith, the Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this AgreementBorrower Representative, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold to any Person that is not an Affiliate of a Credit Party, the Borrower and or the Subsidiaries of the a Borrower in a transaction permitted by the Loan Documents.

Release of Collateral. (a) On the first date (the “Release Date”) on which the corporate family rating of the Parent from M▇▇▇▇’▇ is “Baa3” or better or the corporate credit rating of the Parent from S&P is “BBB-” or better, subject to any additional condition required by the Lenders providing any Incremental Term Loans as provided in Section 2.1(b), and so long as no Default or Event of Default exists on such date or after giving effect to the release of Liens contemplated hereby, all Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement and any other Security Document, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Loan Parties. At the time provided in subsection 8.10(b)(iiirequest and sole expense of any Loan Party following any such release, the Administrative Agent shall deliver to such Loan Party any Collateral held by the Administrative Agent under any Security Document, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such release. (b) If any of the Collateral shall be Disposed of by any Loan Party in a transaction permitted by this Agreement, then the Administrative Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Guarantee and Collateral Agreement and any other Security Document on such Collateral, in each case in accordance with the terms of this Agreement and the other Loan Documents. At the request and sole expense of the U.S. Borrower, a Subsidiary that is a Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that such Guarantor ceases to be a Wholly Owned Subsidiary pursuant to a transaction expressly permitted by this Agreement and if (i) as a result of such transaction, the Parent and its Restricted Subsidiaries own less than 75% of the outstanding voting Capital Stock of such Guarantor, and (ii) such transaction and related disposition of the Capital Stock of the applicable Guarantor is for fair market value and a bona fide business purpose (in each case, as determined by the U.S. Borrower in good faith), and the other Person taking Capital Stock in such Subsidiary is not an Affiliate of the Parent or the U.S. Borrower (other than as a result of any joint venture). The release of such Wholly Owned Subsidiary shall constitute an Investment by the Parent therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such Wholly Owned Subsidiary attributable to the Parent’s Capital Stock therein as reasonably estimated by the Parent (and such release shall only be permitted to the extent such Investment is permitted pursuant to Section 6.5). In addition, at the request and sole expense of the U.S. Borrower, not more than twice during the term of this Agreement after the Third Amendment Effective Date, a Subsidiary that is a Guarantor (and the Subsidiaries of such Subsidiary) shall be released from their respective obligations under the Guarantee and Collateral Agreement and any other Security Document in the event that a portion of the Capital Stock of such Subsidiary is Disposed of in a transaction expressly permitted by Section 6.6(e) or Section 6.6(g) (but which does not satisfy the requirements of the preceding sentence); provided that the aggregate Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 (in each case determined at the time of such transaction) that is attributable to the Subsidiaries released from their obligations hereunder pursuant to this sentence shall not exceed $40,000,000. Notwithstanding the foregoing, in no event shall any Subsidiary be released from its obligations under the Guarantee and Collateral Agreement or any other Security Document, in the event that such Subsidiary is a guarantor of any other Indebtedness of any Loan Party. (c) At such time as the Loans, the Reimbursement Obligations, the FCI Reimbursement Obligations and the other Obligations (other than (i) contingent indemnification obligations for which no claims have been made, and (ii) the Designated Obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit Agreementor FCIs shall be outstanding (or shall have been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(m)(iv), as applicable), the Collateral shall automatically be released from the Lien Liens created hereby by the Guarantee and this Collateral Agreement and any other Security Document, and each Security Document and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder Loan Party thereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2Loan Parties. At the request and sole expense of any Grantor Loan Party following any such termination, the Administrative Agent shall deliver to such Grantor Loan Party any Collateral of such Grantor held by the Administrative Agent hereunder under any Security Document, and execute and deliver to such Grantor Loan Party such documents as such Grantor Loan Party shall reasonably request to evidence such termination. (bd) If Upon the Agent shall be directed or permitted pursuant to subsection 8.10(b) consummation of the Credit Agreement to release any Lien or any CollateralPermitted Reorganization, such the Collateral owned by SPX Corporation shall be released from the Lien Liens created hereby to by the extent provided underGuarantee and Collateral Agreement and any other Security Document, and subject to the terms obligations of SPX Corporation under the Guarantee and conditions set forth inCollateral Agreement and any other Loan Document shall terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of SPX Corporation following such subsection. In connection therewithtermination, the AgentAdministrative Agent shall deliver to SPX Corporation any Collateral held by the Administrative Agent under any Security Document, at the request of any Grantor, shall and execute and deliver to such Grantor SPX Corporation such documents as such Grantor SPX Corporation shall reasonably request to evidence such release. (ctermination. References to SPX Corporation in this Section 9.13(d) At the time provided in subsection 8.10(b) of the Credit Agreement, then, upon the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents of such Grantor shall be sold deemed to any Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in a transaction permitted include SPX Corporation’s successor by the Loan Documentsmerger.

Release of Collateral. (a) At the time provided in subsection 8.10(b)(iiiclause (b)(ii) of Section 9.10 of the Credit Loan Agreement, the Collateral shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest with the Applicable IP Office, UCC amendments at such time evidencing the termination of the Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to this Section 8.2. At the request of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If the Administrative Agent shall be directed or permitted pursuant to subsection 8.10(bclause (i) or (ii) of Section 9.10(b) of the Credit Loan Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such subsectionclauses (i) and (ii). In connection therewith, the Administrative Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release. (c) At the time provided in subsection 8.10(bSection 9.10(a) of the Credit Agreement, then, upon Loan Agreement and at the request of the Borrower, unless as a condition to the consent of Agent and Lenders to such sale, if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall be released from its obligations hereunder in the event that all the Stock and Stock Equivalents Securities of such Grantor shall be sold Sold to any Person that is not a Credit Party, the an Affiliate of any Borrower and the Subsidiaries of the any Borrower in a transaction permitted by the Loan Documents.