Common use of Release of Security Interest Clause in Contracts

Release of Security Interest. (a) Upon deposit into the Payment Account of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into the Payment Account occurrence of any of the following events and the delivery by the Company to the Trustee of an Officer’s Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Second Lien Collateral Agent’s Liens upon the Collateral subject to such event be released, upon the receipt of such Officer’s Certificate the Trustee shall instruct the Second Lien Collateral Agent to release the Collateral subject to such event (it being understood that any release of Collateral in the circumstances set forth in the following clauses (i) and (ii) shall be applicable only to the Liens that secure the Notes and the Note Guaranties, and not to the Liens securing any other Second-Priority Lien Obligations (if any)): (i) upon discharge or defeasance of the Notes as set forth in Article 10; (ii) upon payment in full of principal, interest and all required amounts other Obligations on the Notes; (iii) with the consent of (i) the requisite Holders of the Notes in accordance with Section 9.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes and (ii) the requisite Holders of each other series of Second-Priority Lien Obligations then outstanding (if any), in accordance with the amendment or release provisions of the Second-Priority Documents governing such other Second-Priority Lien Obligations, in each case with respect to that portion of the Collateral that is the subject of such consent; provided, that any release of Collateral that is effective with respect to Second-Priority Lien Obligations of a particular class or series (including the Notes) may be effected with the consent of the requisite holders of such class or series, in accordance with the amendment or release provisions of the documents governing such Second-Priority Lien Obligations; (iv) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any Guarantor to a Person that is not (either before or after the consummation of such sale, transfer or disposition) the Company or a Restricted Subsidiary that is permitted by this Indenture (but excluding any transaction subject to Article 5 where the recipient is required to be deposited become the obligor on the Notes or a Guarantor); (v) upon the Incurrence of Debt permitted by Section 4.06(b)(ix) that is secured by a Lien of the type described in clause (14) of the definition of “Permitted Liens”, but only (x) to the extent that the terms of such Debt (or of the Lien securing such Debt) prohibit the existence of a junior Lien on the applicable property and (y) if any First-Priority Lien on the applicable property shall have also been released; (vi) upon the release by the First-Priority Secured Parties of their First-Priority Liens on any Collateral in connection with an Enforcement Action (including any sale or other disposition of Collateral pursuant thereto); (vii) upon a release by the First-Priority Secured Parties their First-Priority Liens on any Collateral in connection with a release, sale or other disposition of such Collateral that is permitted by the First-Priority Documents (other than in connection with an Enforcement Action or payment in full of the First-Priority Lien Obligations); provided that the release, sale or other disposition of such Collateral is also permitted under the documents governing the Second-Priority Lien Obligations (without giving effect a Payment in Full to this clause (vii)); (viii) with respect to the Second-Priority Liens securing the Note Guaranty of any Guarantor, automatically upon the release of such Guarantor’s Note Guaranty in accordance with this Agreement and termination of all Commitments Indenture or the Intercreditor Agreement; and (ix) as otherwise provided for in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or Section 7.1 of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeesTrust Agreement. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination The release of the Commitments, upon the sale, substitution or disposition Second Lien Collateral Agent’s Liens in any part of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action not be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest impair any such Liens in other parts of the Collateral Agent, for under this Indenture or the benefit Security Agreements or be deemed to be in contravention of the Secured Parties in, to provisions of this Indenture or of any Security Agreement if and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion extent such Liens in such part of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver are released pursuant to the Borrower or its designee any portion terms of this Indenture and the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredSecurity Agreements. (c) Any and Whenever any part of or all actions under of the Second Lien Collateral Agent’s Liens upon the Collateral are to be released pursuant to this Section 7.02 12.02 and the Security Agreements, the Trustee or the Second Lien Collateral Agent, as applicable, shall, if necessary, execute any reasonable document or termination statement necessary to release, or confirm the release of, such Liens. Nothing set forth in respect this Section 12.02 shall limit the automatic Lien release provisions of any Security Agreement. (d) Any release of Liens pursuant to this Section 12.02 shall occur only in accordance with the requirements set forth in Section 7.1 of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the BorrowerTrust Agreement.

Release of Security Interest. (a) Upon deposit into the Payment Account occurrence of any of the following events, the Company may, at its option, deliver to the Trustee an Officer’s Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Second Lien Collateral Agent’s Liens upon the Collateral subject to such event be released and upon the receipt of such Officer’s Certificate, the Trustee shall instruct the Second Lien Collateral Agent to release the Collateral subject to such event: (i) upon discharge or defeasance of the Notes as set forth in Article 11 or Article 12; (ii) upon payment in full of principal, interest and all required amounts then required to be deposited to effect a Payment in Full other Obligations on the Notes; (iii) with the consent of the requisite Holders of the Notes in accordance with this Agreement and termination Section 9.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; (iv) as to any Collateral that is sold, transferred or otherwise disposed of all Commitments in accordance with this Agreementby the Company or any Guarantor to a Person that is not (either before or after the consummation of such sale, and upon receipt of transfer or disposition) the Company or a certificate of a Responsible Officer of Guarantor (but excluding any transaction subject to Article 5 where the Borrower or of recipient is required to become the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien obligor on the Collateral and transfer, assign and set-over Notes or a Guarantor) that is permitted by this Indenture; (v) upon the incurrence of Debt permitted by Section 4.06(b)(ix) to the Borrower, without recourse, representation or warranty, all extent required by the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds holder of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of Debt; (vi) as required by the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will Intercreditor Agreement; (ivii) execute such instruments of release with respect to the Collateral Second-Priority Liens securing the Note Guaranty of any Guarantor, upon the release of such Guarantor’s Note Guaranty in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeesaccordance this Indenture. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination The release of the Commitments, upon the sale, substitution or disposition Second Lien Collateral Agent’s Liens in any part of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action not be deemed to and hereby does terminate and release its Lien on impair the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest any such Liens in other parts of the Collateral Agent, for under this Indenture or the benefit Security Agreements or be deemed to be in contravention of the Secured Parties in, to provisions of this Indenture or of any Security Agreement if and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion extent such Liens in such part of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver are released pursuant to the Borrower or its designee any portion terms of this Indenture and the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredSecurity Agreements. (c) Any and Whenever any part of or all actions under of the Second Lien Collateral Agent’s Liens upon the Collateral are to be released pursuant to this Section 7.02 in respect of 14.02 and the Collateral shall be without any recourse to, or representation or warranty bySecurity Agreements, the Trustee or the Second Lien Collateral Agent Agent, as applicable shall, if necessary, execute any reasonable document or termination statement necessary to release such Liens. Nothing set forth in this Section 14.02 shall limit the automatic Lien release provisions of any Secured Party and shall be at the sole cost and expense of the BorrowerSecurity Agreement.

Release of Security Interest. No consent or approval by the Collateral Agent, the Trustee or any Noteholder to any sale, transfer or other disposition of any of the Financing Agreement Collateral by the Financing Agent (aor by any Credit Party with the approval of the Financing Agent to the extent the proceeds thereof are used by the Credit Parties in a manner permitted under Section 4.10 of the Indenture (as in effect on the date hereof)) Upon deposit into the Payment Account of all required amounts then required to shall be deposited to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this Agreementrequired, and upon receipt of a certificate of a Responsible Officer of the Borrower or Financing Agent may, without the consent of the Collateral Manager Agent, the Trustee or the Noteholders, release the Collateral Agent’s lien on any Financing Agreement Collateral so sold, transferred or disposed of (and the Collateral Agent, for itself and on behalf of the Borrower Trustee and the Noteholders, hereby irrevocably constitutes and appoints the Financing Agent and any officer or agent of the Financing Agent, with full power of substitution, as provided its true and lawful attorney-in-fact with full irrevocable power and authority to place and stead of the Collateral Agent or such holder or in the Financing Agent’s own name, from time to time in the Financing Agent’s discretion, for purposes of carrying out the terms of this Section 8.07(e) 12, to take any and written request thereforall appropriate action and to execute and record any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 12, including, without limitation, any financing statements, endorsements or other instruments or transfer or release), and notwithstanding anything to the contrary contained in any of the Indenture Debt Documentation, the Collateral Agent, on behalf the Trustee and the Noteholders shall be deemed to have consented to the release of the Secured PartiesCollateral Agent’s lien on such Financing Agreement Collateral (but not the Collateral Agent’s lien on the proceeds of such sale, shall, upon execution which lien shall remain subordinate to that of the Payoff LetterFinancing Agent until the Financing Agreement Obligations (other than Excess Financing Agreement Obligations) have been paid in full), terminate except that, in connection with any sale of Financing Agreement Collateral not in the ordinary course of business by a Credit Party with the approval of the Financing Agent, and the release its Lien on of the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest lien of the Collateral Agent, for to the benefit extent that Section 314 of the Secured Parties in, TIA may be applicable to and under the related Collateral and all future monies due such sale or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In additionrelease, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest consent of the Collateral Agent, for the benefit Trustee and the Noteholders is subject only to (i) the receipt by the Collateral Agent of such certificates and opinions as may be required under Section 314(d) of the Secured Parties inTIA, to if any, and (ii) if required under the related Indenture, the receipt by the Collateral and all future monies due or to become due Agent of a request from the Revolving/LC Borrower for such consent, together with respect thereto, any Related Property and all Proceeds of such Collateralthe written approval thereof by the Financing Agent, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products a certificate from officers of the foregoingRevolving/LC Borrower and an opinion of counsel to the Revolving/LC Borrower that the conditions precedent to such release provided for in the Indenture as in effect on the date hereof have been satisfied and therefore such release is in accordance with the terms of the Indenture. In addition, The Collateral Agent (for itself and on behalf of the Trustee and the Noteholders) agrees to execute and deliver to the Financing Agent such instruments or other documents as the Financing Agent may reasonably request to release the liens of the Collateral Agent, the Trustee and the Noteholders on any Financing Agreement Collateral so sold, transferred or disposed of at the expense direction of the Borrower, will (i) execute such instruments of release Financing Agent and with respect to the portion deemed consent of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty byAgent, the Collateral Agent or any Secured Party Trustee and shall be at the sole cost and expense of the BorrowerNoteholders.

Release of Security Interest. (a) Upon deposit into termination of this Loan Agreement, repayment to the Payment Account Lender and the Hedge Counterparty of all required interest, principal, fees and any other amounts then due and payable (including, without limitation, payment of any Swap Obligations), the Collateral Agent's security interest therein shall automatically terminate and the Collateral Agent shall evidence the release of its security interest in any remaining Collateral in a writing in form and substance reasonably satisfactory to the Borrower or (y) upon payment of a Contract in full by or on behalf of the related Customer or transfer of a Contract by the Borrower to the Seller to the extent required or permitted under Sections 2.07(b), (c) or (d) of this Loan Agreement and Section 3.03 or 3.04 of the Acquisition Agreement or Section 3.09 of the Servicing Agreement, as applicable, the Collateral Agent's security interest shall automatically terminate, and the Collateral Agent shall evidence the release of its security interest in any Collateral related to such Contract and the related Collateral in a writing in form and substance reasonably satisfactory to the Borrower; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Hedge Counterparty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of LEAF or the Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, LEAF or the Borrower or any substantial part of its property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be deposited effective, or be reinstated, as though such payments had not been made. For clarity, if each requirement set forth in clause (x) above shall have been met, the Collateral Agent's security interest in any remaining Collateral shall, subject to effect a Payment the proviso in Full the immediately preceding sentence, be released in accordance with this Agreement and termination Section 4.11, regardless of all Commitments whether any of the Secured Obligations paid by the Borrower prior to such release would be susceptible to recovery from the Lender or the Hedge Counterparty after such release in accordance connection with this Agreementany insolvency or bankruptcy proceeding with respect to LEAF, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoingCustomer. In addition, and without limitation of the foregoing, no release of a security interest in a Contract and the Collateral Agentrelated to such Contract in accordance with clause (y) above shall occur unless and until the entire amount of Insurance Proceeds, at the expense of the Borrower, will (i) execute such instruments of release Recoveries and/or Residual Proceeds received with respect to such Contract and related Equipment following the Collateral in recordable form if necessarysale, in favor lease or other disposition of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (iirelated Equipment in accordance with Section 3.01(c)(vii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified Servicing Agreement, shall have been delivered to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties deposit in the Collateral and transfer the same to the Borrower or its designeesCollection Account. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into the Payment Account payment in full of all required amounts then the Liabilities (other than Liabilities in the nature of contingent continuing indemnification obligations), the expiration or termination of all Letters of Credit and Permitted Swap Obligations (monetary or otherwise) of the Company under any Swap Contract with a Lender Party (other than Swap Contracts that, by their terms, are unsecured) and the termination of all the Commitments under the Loan Documents, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrative Agent will, at the Pledgor's sole expense and reasonable request, promptly return to the Pledgor all certificates and instruments representing and evidencing all pledged shares, notes or securities pledged hereunder, together with all Collateral held by the Administrative Agent hereunder, and execute and deliver to the Pledgor such releases and documents, in each case without recourse, representations or warranties of any kind, as the Pledgor shall reasonably request to evidence such termination. Upon the occurrence of a permitted disposition of any Collateral pursuant to Section 8.2 of the Credit Agreement and receipt by the Administrative Agent of all payments required to be deposited made under the Credit Agreement on account of such permitted disposition and so long as no Default shall have occurred and be continuing, the security interest granted herein with respect to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf which is the subject of such permitted disposition shall terminate and the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shallAdministrative Agent will, upon execution of the Payoff LetterPledgor's reasonable request and at the Pledgor's sole expense, terminate and release its Lien on the Collateral and transfer, assign and set-over promptly take such actions as are reasonably necessary to the Borrowerprovide a release, without recourse, representation or warrantyand warranties of any kind, all the right, title and of its security interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of in such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into termination of this Loan Agreement and repayment to the Payment Account Lenders of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement Secured Obligations and termination the performance of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of then existing obligations under the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request thereforLoan Documents, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and Agent shall release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and security interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, in any Related Property and all Proceeds of such remaining Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, from time to time, upon request of the Borrower, the Agent shall release its security interest in the Collateral referred to in such request, provided, that, at the time of and -------- following any such release there shall not have occurred a Default under this Loan Agreement; provided, further, that following any such release, (i) the -------- ------- aggregate amount of Loans outstanding secured by Equipment Loans shall not exceed the Borrowing Base with respect to Equipment Loans and (ii) the aggregate amount of Loans outstanding secured by Trade Receivables shall not exceed the Borrowing Base with respect to Trade Receivables (in each case, with respect to all Assets in which the Agent retains a security interest pursuant to this Loan Agreement). The preparation and filing of any documents in order to release the Agent, 's security interest in the Collateral pursuant to this Section shall be at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in If the Borrower desires to make any sale or other disposition of property permitted by Section 7.02(a7.14, whether through a Permitted Securitization or otherwise, the Borrower shall (i) in connection with a Payment in Full provide the Agent not less than five (5) Business Days notice of such intention and the termination (ii) make any prepayment of the Commitments, upon Loans or delivery of additional Collateral required pursuant to Section 2.06 concurrently with such sale or other disposition. Upon or concurrently with the sale, substitution or disposition of any Collateral satisfaction by the Borrower or by the Collateral Manager on behalf of the Borrower provisions set forth in compliance with the terms clauses (i) and conditions of this Agreement (including Article 10 and the delivery ii) of the certification required by Section 10.01(a))preceding sentence, on the date of Agent shall release its security interest in such property so sold or otherwise disposed of; provided, that the Agent shall not be -------- obligated to deliver any such sale, substitution release unless after giving effect to such sale or other disposition (after giving effect to any application of the proceeds received upon deposit into such sale or other disposition), (x) the Collection Account aggregate principal amount of all required amounts then required to be deposited Loans outstanding shall not exceed the Borrowing Base, (y) the aggregate amount of Loans outstanding secured by Equipment Loans shall not exceed the Borrowing Base with respect thereto under to Equipment Loans and (z) the aggregate amount of Loans outstanding secured by Trade Receivables shall not exceed the Borrowing Base with respect to Trade Receivables (in each case, with respect to all Assets in which the Agent retains a security interest pursuant to this Loan Agreement, the Collateral Agent, on behalf of the Secured Parties, ). Any such release shall automatically be evidenced by a written instrument and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over a Uniform Commercial Code termination statement or amendment executed by Agent delivered to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, . The Borrower shall be responsible for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds preparation of such Collateral, instruments and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted termination statements or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredamendments. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) The Collateral Agent’s Liens on the Collateral shall be released in accordance with, and to the extent provided for in, Section 19 of the Security Agreement. Upon deposit into delivery by the Payment Account Issuers to the Trustee and the Collateral Agent of all required amounts then required an Officers’ Certificate describing the event which has resulted in the release of such Liens (and the Collateral subject to be deposited such release) and certifying that the release of such Liens has occurred in accordance with the Security Agreement (and, to effect a Payment the extent provided for in Full the Security Agreement, that the applicable transaction resulting in such release (if any) was effected in accordance with this Indenture, the Security Documents, the ABL Intercreditor Agreement and termination of all Commitments in accordance with this and/or the Term Intercreditor Agreement), and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, Trustee and/or the Collateral Agent, on behalf of the Secured Partiesas applicable, shall, upon execution of if necessary, execute any reasonable document or termination statement necessary to release, or confirm the Payoff Letterrelease of, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warrantysuch Liens, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the written request and expense of the BorrowerIssuers. Nothing set forth in this Section 10.02 shall limit the automatic Lien release provisions of any Security Document, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower ABL Intercreditor Agreement or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeesTerm Intercreditor Agreement. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and The release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, ’s Liens in any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect part of the Collateral shall not be without deemed to impair any recourse to, such Liens in other parts of the Collateral under this Indenture or representation or warranty bythe Security Documents, the Collateral Agent ABL Intercreditor Agreement or any Secured Party and shall the Term Intercreditor Agreement or be at the sole cost and expense deemed to be in contravention of the Borrowerprovisions of this Indenture, any Security Document, the ABL Term Intercreditor Agreement or the Term Intercreditor Agreement if and to the extent such Liens in such part of the Collateral are released pursuant to the terms of this Indenture, the Security Documents, the ABL Intercreditor Agreement and the Term Intercreditor Agreement.

Release of Security Interest. (a) Upon deposit into The Indenture Trustee, at the Payment Account written direction of all required amounts then required to be deposited to effect the Manager, shall release from the Lien of this Indenture, any Managed Container and the Related Assets sold, transferred, exchanged or disposed of in a Payment in Full transaction that is permitted in accordance with Section 606(a) hereof. In effectuating such release, the Indenture Trustee shall be provided with and shall be entitled to rely on: (A) so long as no Early Amortization Event is then continuing, a written direction of the Manager (with a copy to the Administrative Agent) identifying each Managed Container or other items to be released from the Lien of this Agreement and termination of all Commitments Indenture in accordance with the provisions of this AgreementSection 404 accompanied by an Asset Base Certificate, or (B) (x) if an Early Amortization Event is then continuing, all of the following: (i) the items set forth in clause (A) above, and upon receipt of (ii) a certificate of from the Manager (with a Responsible Officer copy to the Administrative Agent) stating that such release is in compliance with Sections 404 and 606(a) hereof and (y) if a Manager Default is then continuing, the prior consent of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due Requisite Global Majority shall also be required with respect thereto, any Related Property and all Proceeds of to each such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoingrelease. In addition, the Collateral AgentThe Indenture Trustee shall, at the expense of the BorrowerIssuer, will (i) execute documents prepared by, or on behalf of, the Issuer evidencing such instruments release was made in accordance with the provisions of release this Section 404. The Issuer is authorized to file any UCC partial releases in the appropriate jurisdictions with respect to such released Containers. The Indenture Trustee will, promptly upon receipt of such certificate from the Collateral in recordable form if necessaryManager and at the Issuer’s expense, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) execute and deliver to the Borrower or its designees any portion Issuer, the Seller or, the Manager, as appropriate, the Administrative Agent and each Interest Rate Hedge Provider, a non-recourse certificate of release substantially in the Collateral (including form of Exhibit D hereto and such additional documents and instruments as that Person may reasonably request to evidence the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager termination and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release from the Lien of the Collateral Agent for the benefit this Indenture of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full such Container and the termination other related items of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. Upon either (ax) Upon deposit into termination of this Loan Agreement, repayment to the Payment Account Lender, the Hedge Counterparty and the Insurer of all required Secured Obligations (including, without limitation, payment of any Swap Obligations), payment to the Insurer of all amounts then required owed to it under the Insurance Agreement and the Policy and the performance of all other obligations under the Loan Documents, the Collateral Agent shall, upon direction by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, release its security interest in any remaining Collateral or (y) repayment of a Contract in full by the related Obligor or sale of a Contract by the Borrower to the Seller to the extent permitted under Sections 2.07(b) and (c) of this Loan Agreement, Section 6.1 of the Purchase Agreement and Section 3.18 of the Servicing Agreement, the Collateral Agent shall, upon direction by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, release its security interest in any Collateral securing such Contract; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Insurer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of TFC, the Borrower or any Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, TFC, the Borrower or any Obligor or any substantial part of its property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be deposited effective, or be reinstated, as though such payments had not been made. For clarity, if each requirement set forth in clause (x) above shall have been met, the Collateral Agent's security interest in any remaining Collateral shall, subject to effect a Payment the proviso in Full the immediately preceding sentence, be released in accordance with this Agreement and termination Section 4.11, regardless of all Commitments whether any of the Secured Obligations paid by the Borrower prior to such release would be susceptible to recovery from the Lender, the Hedge Counterparty or the Insurer after such release in accordance connection with this Agreementany insolvency or bankruptcy proceeding with respect to TFC, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeesObligor. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into termination of this Loan Agreement and repayment to the Payment Account Lender and the Hedge Counterparty of all required interest, principal, fees and any other amounts then due and payable (including, without limitation, payment of any Swap Obligations), the Collateral Agent’s security interest therein shall automatically terminate and the Collateral Agent shall evidence the release of its security interest in any remaining Collateral in a writing in form and substance reasonably satisfactory to the Borrower or (y) upon payment of a Contract in full by or on behalf of the related Customer or transfer of a Contract by the Borrower to the Seller to the extent required or permitted under Sections 2.07(b), (c) or (d) of this Loan Agreement and Section 3.03 or 3.04 of the Acquisition Agreement or Section 3.09 of the Servicing Agreement, as applicable, the Collateral Agent’s security interest shall automatically terminate, and the Collateral Agent shall evidence the release of its security interest in any Collateral related to such Contract and the related Collateral in a writing in form and substance reasonably satisfactory to the Borrower; provided that, in either case of clause (x) or (y) above, if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Hedge Counterparty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of LEAF or the Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, LEAF or the Borrower or any substantial part of its property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be deposited effective, or be reinstated, as though such payments had not been made. For clarity, if each requirement set forth in clause (x) above shall have been met, the Collateral Agent’s security interest in any remaining Collateral shall, subject to effect a Payment the proviso in Full the immediately preceding sentence, be released in accordance with this Agreement and termination Section 4.11, regardless of all Commitments whether any of the Secured Obligations paid by the Borrower prior to such release would be susceptible to recovery from the Lender or the Hedge Counterparty after such release in accordance connection with this Agreementany insolvency or bankruptcy proceeding with respect to LEAF, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoingCustomer. In addition, and without limitation of the foregoing, no release of a security interest in a Contract and the Collateral Agentrelated to such Contract in accordance with clause (y) above shall occur unless and until the entire amount of Insurance Proceeds, at the expense of the Borrower, will (i) execute such instruments of release Recoveries and/or Residual Proceeds received with respect to such Contract and related Equipment following the Collateral in recordable form if necessarysale, in favor lease or other disposition of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (iirelated Equipment in accordance with Section 3.01(c)(vii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified Servicing Agreement, shall have been delivered to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties deposit in the Collateral and transfer the same to the Borrower or its designeesCollection Account. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into termination of this ---------------------------- Warehouse Agreement and repayment to the Payment Account Lenders of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement Secured Obligations and termination the performance of all Commitments obligations under the Loan Documents and under the Guarantor Documents, the Lenders shall release its security interest in accordance with this Agreementany remaining Collateral; provided that if any payment, and or any part thereof, of any -------- of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lenders upon receipt of a certificate of a Responsible Officer the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Grantor, or upon or as a result of the Collateral Manager on behalf appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, the Borrower or the Grantor or any substantial part of the Borrower as provided in Section 8.07(e) and written request thereforBorrower's or the Grantor's Property, the Collateral Agentor otherwise, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating theretothis Security Agreement, all rights hereunder and the Liens created hereby shall continue to security for any be effective, or be reinstated, as though such Collateralpayments had not been made. (b) So long as no Event of Default has occurred and is continuing, upon the repayment in full in immediately available funds of the Advance Balance with respect to a Pledged Mortgage Loan, together with accrued and unpaid interest in respect thereof, such Pledged Mortgage Loan and related Primary Warehouse Loan Collateral shall be automatically released from the Lien of this Security Agreement, and all Proceeds the Warehouse Lender shall cause the Custodian to release the related Mortgage File and products of any other documents held by the foregoingCustodian or the Warehouse Lender with respect to such Mortgage Loan to the Grantor or the Grantor's designee. In addition, the Collateral Agent, at the expense of the Borrower, will (i) Warehouse Lender shall execute and deliver such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may other documents reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or Grantor that are prepared by the Collateral Manager Grantor in writing as are necessary and appropriate order to effect the release of such Pledged Mortgage Loan from the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeesWarehouse Lender. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into The Indenture Trustee, at the Payment Account written direction of all required amounts then required to be deposited to effect the Manager, shall release from the Lien of this Indenture, any Managed Container and the Related Assets sold, transferred, exchanged or disposed of in a Payment in Full transaction that is permitted in accordance with Section 606(a) hereof. In effectuating such release, the Indenture Trustee shall be provided with and shall be entitled to rely on: (A) so long as no Early Amortization Event is then continuing, a written direction of the Manager (with a copy to the Administrative Agent) identifying each Managed Container or other items to be released from the Lien of this Agreement and termination of all Commitments Indenture in accordance with the provisions of this AgreementSection 404 accompanied by an Asset Base Certificate, or (B) (x) if an Early Amortization Event is then continuing, all of the following: (i) the items set forth in clause (A) above, and upon receipt of (ii) a certificate of from the Manager (with a Responsible Officer copy to the Administrative Agent) stating that such release is in compliance with Sections 404 and 606(a) hereof and (y) if a Manager Default is then continuing, the prior consent of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due Requisite Global Majority shall also be required with respect thereto, any Related Property and all Proceeds of to each such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoingrelease. In addition, the Collateral AgentThe Indenture Trustee shall, at the expense of the BorrowerIssuer, will (i) execute documents prepared by, or on behalf of, the Issuer evidencing such instruments release was made in accordance with the provisions of release this Section 404. The Issuer is authorized to file any UCC partial releases in the appropriate jurisdictions with respect to such released Containers. The Indenture Trustee will, promptly upon receipt of such certificate from the Collateral in recordable form if necessaryManager and at the Issuer’s expense, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) execute and deliver to the Borrower or its designees any portion Issuer, the Seller or, the Manager, as appropriate, the Administrative Agent and each Interest Rate Hedge Provider, a non-recourse certificate of release substantially in the Collateral (including form of Exhibit E hereto and such additional documents and instruments as that Person may reasonably request to evidence the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager termination and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release from the Lien of the Collateral Agent for the benefit this Indenture of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full such Container and the termination other related items of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. Upon (ax) Upon termination of this Loan Agreement, repayment to the Lender and the Hedge Counterparty of all Secured Obligations (including, without limitation, payment of any Swap Obligations) and the performance of all other obligations under the Loan Documents, the Collateral Agent shall, upon direction by the Lender, release its security interest in any remaining Collateral or (y) either (i) payment of a Contract in full by the related Customer or sale of a Contract by the Borrower to the Seller to the extent required under Sections 2.07(b), (c) or (d) of this Loan Agreement and Section 5.5 of the Acquisition Agreement or by the Borrower to the Servicer pursuant to Section 3.07 of the Servicing Agreement, as applicable, or (ii) the deposit into the Payment Distribution Account of all required amounts then funds required to be deposited to effect a Payment in Full delivered hereunder in accordance with Section 2.07(e) of this Loan Agreement and termination in connection with any Securitization, the Collateral Agent shall, upon direction by the Lender, release its security interest in any Collateral related to the applicable Contracts; provided that if any payment, or any part thereof, of all Commitments in accordance with this Agreementany of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Hedge Counterparty upon the insolvency, and upon receipt bankruptcy, dissolution, liquidation or reorganization of a certificate of a Responsible Officer of FinPac, the Borrower or any Customer, or upon or as a result of the Collateral Manager on behalf appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, FinPac, the Borrower as provided in Section 8.07(e) and written request thereforor any Customer or any substantial part of its property, the Collateral Agentor otherwise, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating theretothis Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to security for any in clause (y)(i) above) shall continue to be effective, or be reinstated, as though such Collateral, and all Proceeds and products of the foregoingpayments had not been made. In addition, and without limitation of the foregoing, no release of a security interest in a Contract and the Collateral Agentrelated to such Contract in accordance with clause (y)(i) above shall occur unless and until the entire amount of Insurance Proceeds, at the expense of the Borrower, will (i) execute such instruments of release Recoveries and/or Residual Proceeds received with respect to such Contract and related Equipment following the Collateral in recordable form if necessarysale, in favor lease or other disposition of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion related Equipment in accordance with Section 3.03 of the Collateral (including the applicable Related Documents) in its possession as identified Servicing Agreement, shall have been delivered to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties deposit in the Collateral and transfer the same to the Borrower or its designeesDistribution Account. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into the Payment Account of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate Transfer Request or, in connection with the purchase by the Servicer, UACC or the Seller of a Responsible Officer Transferred Contract pursuant to the Sale and Servicing Agreement, upon the Servicer’s written request, and, in each case upon receipt in the Collection Account of proceeds from the sale or transfer (including, without limitation, in connection with the purchase by the Servicer, UACC or the Seller of a Transferred Contract pursuant to the Sale and Servicing Agreement, the related Repurchase Amount), the Administrative/Collateral Agent at the written direction of the Borrower or Required Lenders shall promptly release, at the Borrower’s expense, such part of the Contract Collateral Manager on behalf of covered in connection with the Borrower as provided in Section 8.07(e) Transfer Request or such Servicer’s request and written request thereforshall deliver, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to at the Borrower’s expense, and without recourse, representation or warrantywarranty of any kind, the Contracts Files on the released portion of Contract Collateral to the trustee or such similar entity in connection with the applicable Take-Out Securitization or, in connection with the purchase by the Servicer, UACC or the Seller of a Transferred Contract pursuant to the Sale and Servicing Agreement, the Servicer; provided that the trustee or such similar entity in connection with the third party securitization (including any Take-Out Securitization) or the Servicer or the Borrower, as the case may be, acknowledges and agrees (i) that all the right, title and interest of the Collateral Agent, proceeds thereof that it receives from such sale are held in trust for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver that it shall transfer such funds to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Administrative/Collateral Agent for the benefit of the Secured Parties deposit in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the CommitmentsCollection Account. The foregoing notwithstanding, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreementeffect a full payment or prepayment by an Obligor of a Transferred Contract, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and security interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Administrative/Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral that Receivable shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrowerautomatically deemed released.

Release of Security Interest. (a) Upon deposit into the Payment Account occurrence of all required amounts then required any of the following events, the Company may, at its option, deliver to the Trustee an Officers’ Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Security Interest in the Collateral subject to such event be deposited released, and upon the receipt of such Officers’ Certificate, the Trustee shall instruct the Collateral Agent to effect release the Collateral subject to such event: (1) upon the release of a Payment in Full Guarantor from its Note Guaranty in accordance with the terms of this Agreement and termination Indenture, the Security Interest in the assets of such Guarantor shall be released; (2) the Security Interest in all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager shall be released upon a satisfaction and discharge of this Indenture pursuant to Article 14 hereof; (3) upon any sale, transfer or other disposition of Collateral by the Company or any Guarantor to a Person that is not (either before or after the consummation of such sale, transfer or disposition) the Company or a Guarantor and which sale, transfer or other disposition is permitted by the Indenture (but excluding any transaction subject to Article 11 where the recipient is required to become the obligor on behalf of the Borrower as provided in Section 8.07(e) and written request thereforSecurities or a Guarantor), the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of Security Interest in such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral subject to such sale, transfer of other disposition shall be released; (including 4) with the applicable Related Documents) consent of the requisite Holders in its possession as identified to it by accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Borrower or by Securities, the Security Interest in the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by shall be released with respect to that portion of the Collateral Manager in writing as are necessary and appropriate to release that is the subject of such consent; and (5) upon the Incurrence of Debt permitted by Section 4.15(b)(8) that is secured by a Lien of the Collateral Agent for the benefit type described in clause (11) of the Secured Parties in definition of Permitted Liens, the Security Interest shall be released with respect to that portion of the Collateral and transfer that is the same subject of such Lien, but only (x) to the Borrower extent that the terms of such Debt (or its designeesof the Lien securing such Debt) prohibit the existence of a junior Lien upon the applicable property and (y) if any Lien securing Credit Agreement Obligations on the applicable junior property shall have also been released; provided that in each case provided in clauses (1) to (5) above, (x) at the time of such release no Default or Event of Default shall have occurred and be continuing and (y) the Company shall have complied with Section 9.03 and the Collateral Trust Agreement. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination The release of the Commitments, upon the sale, substitution or disposition Security Interest in any part of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action not be deemed to and hereby does terminate and release its Lien on impair the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest Security Interest in other parts of the Collateral Agent, for the benefit under this Indenture or be deemed to be in contravention of the Secured Parties in, to provisions of this Indenture and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form Documents if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver and to the Borrower or its designee any portion extent such Security Interest in such part of the Collateral (including is released pursuant to the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by terms of this Indenture and the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredDocuments. (c) Any and Whenever any part of or all actions under of the Security Interest is to be released pursuant to this Section 7.02 in respect of 9.02 and the Collateral shall be without any recourse toDocuments, the Trustee shall, if necessary, or representation or warranty by, shall cause the Collateral Agent to, execute any reasonable document or termination statement necessary to release the Security Interest. Nothing set forth in this Section 9.02 shall limit the automatic release provisions of any Secured Party and shall be at the sole cost and expense of the BorrowerCollateral Document.

Release of Security Interest. (a) Upon deposit into termination of the Payment Account Master Notes and Master Agreements and repayment to the GIC Issuers of all required amounts then required owed by FSAM thereunder and the performance by FSAM of all obligations thereunder, the GIC Issuers shall release their security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the GIC Issuer Obligations is rescinded or must otherwise be restored or returned by a GIC Issuer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of FSAM, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for FSAM or any substantial part of its property, or otherwise, the Master Notes and Master Agreements, all rights thereunder and the GIC Issuers’ Lien created hereby shall continue to be deposited effective, or be reinstated, as though such payments had not been made. The GIC Issuers shall be authorized to effect a Payment in Full in accordance with this Agreement take any action and make any filings necessary or desirable to continue or reinstate such GIC Issuers’ Lien. (b) Upon termination of the Lender Agreements and repayment to the Lenders of all Commitments in accordance with this Agreement, amounts owed by FSAM under the Credit Agreements and upon receipt the performance of a certificate of a Responsible Officer of all obligations under the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request thereforLender Agreements, the Collateral Security Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release Lenders with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager First Credit Agreement and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release DCL with respect to the portion Second Credit Agreement, shall release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Collateral Lender Obligations is rescinded or must otherwise be restored or returned by a Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of FSAM, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for FSAM or any substantial part of its property, or otherwise, the Lender Agreements, all rights thereunder and the Lenders’ Liens created hereby shall continue to be so soldeffective, substituted or transferred in recordable form if necessarybe reinstated, in favor of the Borrower as though such payments had not been made. The Security Agent shall be authorized to take any action and make any filings necessary or its designee as the Borrower desirable to continue or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take reinstate such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredLenders’ Liens. (c) Any So long as no Event of Default under either Credit Agreement has occurred and all actions under this Section 7.02 is continuing, no Senior Lien Release Date has occurred and no “Notice of Sole Control” (as such term is defined in respect the Securities Account Control Agreement) has been delivered by the Security Agent, the Lenders’ Liens in any Collateral sold by FSAM from time to time in accordance with the Lender Agreements, the Master Notes and the Master Agreements, and the FSAM Insurance Agreement for one or more of the Collateral Intended Uses shall be deemed released without any recourse to, the need for further action or representation or warranty byconsent by the Security Agent at the same time as the FSA Liens and the GIC Issuers’ Lien in such Collateral are released in connection with such sale by FSAM (provided that the existence of a Permitted Lien shall result in the subordination of the Lenders’ Liens, the Collateral Agent or any Secured Party FSA Liens and shall be at the sole cost and expense GIC Issuers’ Lien in accordance with Section 5.1 but not the release of the Borrowersuch Liens).

Release of Security Interest. (a) Upon deposit into the Payment Account occurrence of all required amounts then required any of the following events, the Company may, at its option, deliver to the Trustee an Officers’ Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Security Interest in the Collateral subject to such event be deposited released, and upon the receipt of such Officers’ Certificate, the Trustee shall instruct the Collateral Agent to effect release the Collateral subject to such event: (1) upon the release of a Payment in Full Guarantor from its Note Guaranty in accordance with the terms of this Agreement and termination Indenture, the Security Interest in the assets of such Guarantor shall be released; (2) the Security Interest in all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager shall be released upon a satisfaction and discharge of this Indenture pursuant to Article 13 hereof; (3) upon any sale, transfer or other disposition of Collateral by the Company or any Guarantor to a Person that is not (either before or after the consummation of such sale, transfer or disposition) the Company or a Guarantor and which sale, transfer or other disposition is permitted by the Indenture (but excluding any transaction subject to Article 11 where the recipient is required to become the obligor on behalf of the Borrower as provided in Section 8.07(e) and written request thereforSecurities or a Guarantor), the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of Security Interest in such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral subject to such sale, transfer of other disposition shall be released; (including 4) with the applicable Related Documents) consent of the requisite Holders in its possession as identified to it by accordance with Section 14.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Borrower or by Securities, the Security Interest in the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by shall be released with respect to that portion of the Collateral Manager in writing as are necessary and appropriate to release that is the subject of such consent; and (5) upon the Incurrence of Debt permitted by Section 4.15(b)(8) that is secured by a Lien of the Collateral Agent for the benefit type described in clause (11) of the Secured Parties in definition of Permitted Liens, the Security Interest shall be released with respect to that portion of the Collateral and transfer that is the same subject of such Lien, but only (x) to the Borrower extent that the terms of such Debt (or its designeesof the Lien securing such Debt) prohibit the existence of a junior Lien upon the applicable property and (y) if any Lien securing Credit Agreement Obligations on the applicable junior property shall have also been released; provided that in each case provided in clauses (1) to (5) above, (x) at the time of such release no Default or Event of Default shall have occurred and be continuing and (y) the Company shall have complied with Section 9.03 and the Collateral Trust Agreement. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination The release of the Commitments, upon the sale, substitution or disposition Security Interest in any part of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action not be deemed to and hereby does terminate and release its Lien on impair the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest Security Interest in other parts of the Collateral Agent, for the benefit under this Indenture or be deemed to be in contravention of the Secured Parties in, to provisions of this Indenture and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form Documents if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver and to the Borrower or its designee any portion extent such Security Interest in such part of the Collateral (including is released pursuant to the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by terms of this Indenture and the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredDocuments. (c) Any and Whenever any part of or all actions under of the Security Interest is to be released pursuant to this Section 7.02 in respect of 9.02 and the Collateral shall be without any recourse toDocuments, the Trustee shall, if necessary, or representation or warranty by, shall cause the Collateral Agent to, execute any reasonable document or termination statement necessary to release the Security Interest. Nothing set forth in this Section 9.02 shall limit the automatic release provisions of any Secured Party and shall be at the sole cost and expense of the BorrowerCollateral Document.

Release of Security Interest. Upon either (ax) Upon deposit into termination ---------------------------- of this Loan Agreement, repayment to the Payment Account Lender, the Hedge Counterparty and the Insurer of all required Secured Obligations (including, without limitation, payment of any Swap Obligations), payment to the Insurer of all amounts then required owed to it under the Insurance Agreement and the Policy and the performance of all other obligations under the Loan Documents, the Collateral Agent shall, upon direction by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, release its security interest in any remaining Collateral or (y) repayment of a Contract in full by the related Obligor or sale of a Contract by the Borrower to the Seller to the extent permitted under Sections 2.07(b) and (c) of this Loan Agreement, Section 6.1 of the Purchase ---------------- --- ----------- Agreement and Section 3.18 of the Servicing Agreement, the Collateral Agent ------------ shall, upon direction by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, release its security interest in any Collateral securing such Contract; provided that if any payment, or any part -------- thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or the Insurer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of TFC, the Borrower or any Obligor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, TFC, the Borrower or any Obligor or any substantial part of its property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby (other than Liens referred to in clause (y) above) shall continue to be deposited effective, or be ---------- reinstated, as though such payments had not been made. For clarity, if each requirement set forth in clause (x) above shall have been met, the Collateral ---------- Agent's security interest in any remaining Collateral shall, subject to effect a Payment the proviso in Full the immediately preceding sentence, be released in accordance with this Agreement and termination Section 4.11, regardless of all Commitments whether any of the Secured Obligations paid by ------------ the Borrower prior to such release would be susceptible to recovery from the Lender, the Hedge Counterparty or the Insurer after such release in accordance connection with this Agreementany insolvency or bankruptcy proceeding with respect to TFC, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeesObligor. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into the Payment Account Prior to a Dexia Event of all required amounts then required Default without prior notice to be deposited to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf FSAM or FSA (in the case of clause (i)), and, following a Dexia Event of Default, the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the BorrowerParty Representative, will (i) execute such instruments have the right at any time to withdraw or dispose of release with respect FSAM Assets that are subject to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent hereunder in order to be (i) delivered as Put Settlement Assets in accordance with the Put Contracts or the Sovereign Guarantee or (ii) applied as Excluded FSAM Collateral in accordance with the definition thereof. The security interest in respect of any such FSAM Assets will automatically terminate and be released upon transfer of the relevant FSAM Assets in accordance with the terms of this Agreement without the need for further action or consent by the Collateral Agent. (b) Prior to a Transition Date, FSAM will have the right at any time with prior notice to the Collateral Agent to sell, transfer, participate, subparticipate or otherwise dispose of any (i) FSAM Asset (A) in connection with a Permitted Asset Sale (including the exercise by a Dexia Guarantor of a Call Option), (B) pursuant to Section 11.2(b) or (C) with the consent of FSA, or (ii) any Dexia CSA Collateral constituting FSAM Collateral (A) pursuant to Section 11.2(b) or (B) with the consent of FSA. The Collateral Agent’s Lien in respect of any such FSAM Asset or Dexia CSA Collateral will automatically terminate and be released upon transfer of such FSAM Asset or Dexia CSA Collateral against receipt of payment therefor in accordance with such notice without the need for further action or consent by the Collateral Agent. (c) Each instruction by FSAM to the relevant Account Bank or the Collateral Agent for the withdrawal of any FSAM Assets included in the FSAM Collateral will constitute a representation and warranty by FSAM to the Collateral Agent upon which the Collateral Agent may rely, without inquiry, that in connection with such instruction the relevant FSAM Collateral is being delivered as a Put Settlement Asset, applied as Excluded FSAM Collateral or sold to in connection with a Permitted Asset Sale (including in connection with exercise of a Call Option) or pursuant to Section 11.2(b)(i). (d) On the FSAM Lien Release Date (if any), the Master Repurchase Agreement will be settled and the Put Portfolio Assets, Excluded Assets, Other Assets, Sovereign Guarantee, Dexia Guaranteed Put Contract and Dexia Non-Guaranteed Put Contract will be released from the Collateral Agent’s Lien on the FSAM Collateral, Dexia Collateral and FSA PAL Collateral. The Administrator will provide a Confirmation Request with Section III completed by email to the Collateral Agent and FSA, with confirmation of receipt by telephone. If the Confirmation Request is incomplete, the Collateral Agent will promptly inform the Administrator. If the Confirmation Request is complete, the Collateral Agent shall return the executed Confirmation Request to the Administrator with a copy to FSA by 4:00 P.M. (New York time) on the same Business Day if such Confirmation Request is received by 10:00 A.M. (New York time) and by 4:00 P.M. (New York time) on the following Business Day if received after 10:00 A.M. (New York time). The Collateral Agent will promptly deliver to the Sovereign Guarantors an executed notice substantially in the form of the notice attached to the Confirmation Request. For the avoidance of doubt, the Collateral Agent’s Lien on any remaining GIC Issuers Collateral will not be released on the FSAM Lien Release Date. (e) Following a Dexia Event of Default, FSA, as Secured Party Representative, will have the right at any time with prior notice to the Collateral Agent and subject to Section 5.2, Section 7.5 and Section 12.1(d) hereof, to sell, transfer, participate, subparticipate or otherwise dispose of any FSAM Asset. The Collateral Agent’s Lien for the benefit of the FSAM Collateral Secured Parties in respect of any such FSAM Asset will automatically terminate and be released upon transfer of the relevant FSAM Asset against receipt of payment therefor in accordance with such notice without the need for further action or consent by the Collateral Agent. (f) Following any Dexia Event of Default, the GIC Issuers will, at the direction of FSA pursuant to Section 5.2(a)(i), have the right at any time to terminate all or any portion of the Master Repurchase Agreement and transfer the same FSAM Assets to the Borrower Collateral Agent Custodial Account or its designees. (b) Except Collateral Agent Cash Account, as otherwise provided in applicable, if FSA has directed such action pursuant to Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a5.2(a)(i)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the . The Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its ’s Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the FSAM Collateral Secured Parties in, to and under the related Collateral and all future monies due or to become due with in respect thereto, any Related Property and all Proceeds of such CollateralFSAM Assets will automatically terminate and be released upon such action. (g) Following a Transition Date and prior to any Dexia Event of Default, and recoveries relating theretothe applicable GIC Issuers or FSAM Successor will have the right at any time with prior notice to the Collateral Agent to sell, all rights transfer, participate, subparticipate or otherwise dispose of any Permitted Investments securing the GIC Issuer Repurchase Agreement (A) pursuant to security for Section 11.2(b) or (B) with the consent of FSA. The Collateral Agent’s Lien in respect of any such Collateral, Permitted Investments will automatically terminate and all Proceeds and products be released upon transfer of such Permitted Investments against receipt of payment therefor in accordance with such notice without the foregoing. In addition, need for further action or consent by the Collateral Agent. (h) The Collateral Agent’s Lien on the Dexia FP Collateral will automatically terminate and be released upon the transfer of the membership interest in HF Services LLC (i) after a Dexia Event of Default has occurred upon the direction of FSA with notice to Collateral Agent or (ii) on or after the Senior Release Date or at any time that HF Services LLC is not acting as Administrator, at the expense direction of the Borrower, will Dexia FP with notice to Collateral Agent. (i) execute such instruments of release with respect to The Collateral Agent’s Lien on the portion FSAM PAL Collateral will automatically terminate and be released upon the transfer of the ordinary shares of FSA PAL (i) if a Dexia Event of Default has occurred, upon the direction of FSA with notice to Collateral to be so sold, substituted Agent or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver on or after the Senior Release Date, at the direction of FSAM with notice to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredAgent. (cj) Any The Collateral Agent’s Lien on property on deposit in the FSA PAL Collateral Account and all actions under this Section 7.02 in respect FSA PAL Cash Account will automatically terminate and be released upon the transfer of such property to the FSA PAL Brussels Collateral shall be without any recourse toAccount and the FSA PAL Brussels Cash Account, or representation or warranty byrespectively, and the Collateral Agent or any Secured Party and shall be at attachment thereto of FSAM’s Lien thereon pursuant to the sole cost and expense of the BorrowerFSAM Belgian Pledge Agreement.

Release of Security Interest. (a) Upon deposit into termination of this Loan Agreement and repayment to the Payment Account Lender of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement Secured Obligations and termination the performance of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of obligations under the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request thereforLoan Documents, the Collateral AgentLender shall release its security interest in any remaining Collateral; provided that if any payment, on behalf or any part thereof, of any of the Secured PartiesObligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, shallbankruptcy, upon execution of the Payoff Letterdissolution, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation liquidation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense reorganization of the Borrower, will (i) execute such instruments or upon or as a result of release with respect to the Collateral in recordable form if necessaryappointment of a receiver, in favor of intervenor or conservator of, or a trustee or similar officer for, the Borrower or any substantial part of its designees Property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made until such time as such payments have been indefeasibly made. Upon the release of the security interest in the Assets pursuant to this Section, the Lender shall cause the Custodian to release to the Borrower or the Collateral Manager may reasonably requestAsset Files and to execute, (ii) acknowledge and deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are all documents, instruments and agreements necessary and appropriate to release all security interests in such Assets. Upon repayment to the Lien Lender of any Advance pursuant to Section 2.10 hereof, so long as no Event of Default has occurred and is continuing or would result therefrom, the Collateral Agent for Lender shall cause the benefit of the Secured Parties in the Collateral and transfer the same Custodian to release to the Borrower or its designeesthe Asset Files relating to the Assets pledged in connection with such Advance and to execute, acknowledge and deliver to the Borrower any and all documents, instruments and agreements necessary to release all security interests in the Assets securing such Advance in accordance with the Custodial Agreement. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and In the termination event that the Collateral Value assigned to any pledged Asset shall be reduced to zero for the purposes of calculating the CommitmentsBorrowing Base, the Lender shall, upon the saleBorrower's request, substitution or disposition of any Collateral by cause the Custodian to release to the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms Asset File relating to such Asset and conditions of this Agreement (including Article 10 to execute, acknowledge and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so soldand all documents, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager instruments and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are agreements necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be all security interests in such Asset, so soldlong as, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost time of such release and expense after giving effect thereto, no Default or Event of the BorrowerDefault will have occurred and be continuing.

Release of Security Interest. (a) Upon deposit into the Payment Account of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate Transfer Request or, in connection with the purchase by the Servicer, UACC or a Seller of a Responsible Officer Transferred Contract pursuant to the Sale and Servicing Agreement, upon the Servicer’s written request, and, in each case upon receipt in the Collection Account of proceeds from the sale or transfer (including, without limitation, in connection with the purchase by the Servicer, UACC or a Seller of a Transferred Contract pursuant to the Sale and Servicing Agreement, the related Repurchase Amount), the Administrative/Collateral Agent at the written direction of the Borrower or Required Lenders shall promptly release, at the Borrower’s expense, such part of the Contract Collateral Manager on behalf of covered in connection with the Borrower as provided in Section 8.07(e) Transfer Request or such Servicer’s request and written request thereforshall deliver, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to at the Borrower’s expense, and without recourse, representation or warrantywarranty of any kind, the Contracts Files on the released portion of Contract Collateral to the trustee or such similar entity in connection with the applicable Take-Out Securitization or, in connection with the purchase by the Servicer, UACC or a Seller of a Transferred Contract pursuant to the Sale and Servicing Agreement, the Servicer; provided that the trustee or such similar entity in connection with the third party securitization (including any Take-Out Securitization) or the Servicer or the Borrower, as the case may be, acknowledges and agrees (i) that all the right, title and interest of the Collateral Agent, proceeds thereof that it receives from such sale are held in trust for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver that it shall transfer such funds to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Administrative/Collateral Agent for the benefit of the Secured Parties deposit in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the CommitmentsCollection Account. The foregoing notwithstanding, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreementeffect a full payment or prepayment by an Obligor of a Transferred Contract, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and security interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Administrative/Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral that Receivable shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.automatically deemed released. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]

Release of Security Interest. (a) Upon deposit into the Payment Account payment in full of all required amounts the Liabilities (other than Liabilities in the nature of contingent continuing indemnification obligations), the expiration or termination of all the Letters of Credit and Permitted Swap Obligations (monetary or otherwise) of the Company under any Swap Contract with a Lender Party (other than Swap Contracts that, by their terms, are unsecured) and the termination of all the Commitments under the Loan Documents, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the applicable Debtor. Upon any such termination, the Administrative Agent will, at the applicable Debtor's sole expense and reasonable request, promptly return to such Debtor all certificates and instruments then in its possession representing and evidencing all pledged shares, notes or securities pledged hereunder, together with all Collateral held by the Administrative Agent hereunder, and execute and deliver to such Debtor such releases and documents, in each case without recourse, representations or warranties of any kind, as such Debtor shall reasonably request to evidence such termination. Upon the occurrence of a permitted disposition of any Collateral pursuant to Section 8.2 of the Credit Agreement and receipt by the Administrative Agent of all payments required to be deposited to effect a Payment in Full in accordance with this made under the Credit Agreement on account of such permitted disposition and termination so long as no Default or Event of all Commitments in accordance with this Agreement, Default shall have occurred and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request thereforbe continuing, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and security interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release granted herein with respect to the Collateral in recordable form if necessarywhich was the subject of such permitted disposition shall terminate and the Administrative Agent will, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including upon the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager Debtor's reasonable request and (iii) otherwise at such Debtor's sole expense, promptly take such actions as requested by the Borrower or by the Collateral Manager in writing as are reasonably necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with provide a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrowerrelease, without recourse, representation representations or warrantywarranties of any kind, all the right, title and of its security interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of in such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into With respect to Collateral that constitutes Eligible Residential Mortgage Loans, the Payment Account of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement and termination of all Commitments in accordance with this AgreementAgent shall, and upon promptly after the receipt of a certificate of a Responsible Officer of request from the Borrower in connection with any sale or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds refinancing of such Collateral, release such Collateral specified in the Borrower's request from the Lien granted hereby and recoveries relating theretothereupon deliver the same to the Borrower; provided, all rights however, that any such release shall be subject to (b) With respect to security for Collateral that does not constitute Eligible Residential Mortgage Loans, the Agent shall, promptly after the receipt of a request from the Borrower in connection with any sale or refinancing of such Collateral, and all Proceeds and products of the foregoing. In addition, the release such Collateral Agent, at the expense of specified in the Borrower's request from the Lien granted hereby and thereupon deliver the same to the Borrower; provided, will however, that (i) execute any such instruments release shall be subject to the consent of the Agent if either before or after giving effect to such release and the transactions in connection therewith a Default or Event of Default has occurred and is continuing, (ii) the release procedures for the capital stock of the Subsidiaries of the Borrower that own Retained Interest Receivables and the Retained Interest Receivables themselves (none of which are pledged as Collateral but which may be pledged as Collateral pursuant to the terms of the Supplemental Security Agreement, in the form of Annex D to the Pledge Agreement (SPV), signed by such Subsidiaries) shall be as set forth in the Pledge Agreement (SPV), and (iii) with respect to the Collateral in recordable form if necessary, in favor release of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably requestcapital stock of City Mortgage Corporation Limited, (ii) deliver subject to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees. (b) Except as otherwise provided in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will clause (i) execute such instruments of release with respect to this paragraph (b), the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to Agent will release the Lien capital stock upon four Business Days prior written notice of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredsuch proposed release. (c) Any Upon the commencement of a foreclosure proceeding relating to a Pledged Mortgage, the Agent shall release the related Mortgage Note, the Mortgage and all actions under the other related Collateral Documents with respect to such Pledged Mortgage promptly after its receipt of a written notice from the Borrower, certified by its Designated Borrowing Officer, of the need for such Collateral Documents in connection with such foreclosure proceeding. (d) Notwithstanding the provisions set forth in subsections (a) and (b) of this Section 7.02 in respect 3.04, the obligation of the Agent to release any Collateral is subject to its receipt of the Collateral shall be without any recourse toSale Proceeds from such released Collateral, or representation or warranty by, except to the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrowerextent otherwise permitted by Section 2.04.

Release of Security Interest. (a) Upon deposit into the Payment Account termination of this Loan Agreement and repayment to Lender of all required amounts then Secured Obligations and the performance of all obligations under the Loan Documents, Lender shall promptly release its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, Borrower or any substantial part of its property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made until such time as such payments have been indefeasibly made. Upon the release of the security interest in the Mortgage Loans pursuant to this Section, Lender shall promptly release to Borrower the Mortgage Loan Files and execute, acknowledge and deliver to Borrower any and all documents, instruments and agreements necessary to release all security interests in such Mortgage Loans. Upon repayment to Lender of all Loans with respect to a Mortgage Loan pursuant to Section 3.05 or 4.09(b) hereof, Lender shall release to Borrower the Mortgage Loan Files relating to the Mortgage Loans pledged in connection with such Loans and execute, acknowledge and deliver to Borrower any and all documents, instruments and agreements necessary to release all Liens in the Mortgage Loans securing such Loans; provided, however, that whether or not an Event of Default has occurred and is continuing hereunder, Lender shall be required to be deposited release the Mortgage Loan File relating to effect a Payment Mortgage Loan and execute, acknowledge and deliver all necessary release documents if (x) the related Mortgagor has paid the entire principal amount of such Mortgage Loan and all other amounts due to the applicable Borrower under the related Mortgage Loan Documents and (y) the required prepayment of the Loans in Full respect of such Mortgage Loan has been made hereunder in accordance with this Agreement and termination of all Commitments in accordance with this Agreement, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request therefor, the Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designees3.05. (b) Except From time to time, so long as otherwise provided in Section 7.02(a) in connection with a Payment in Full no Event of Default has occurred and the termination of the Commitmentsis continuing, upon the salethree (3) Business Days' prior written notice thereof to Lender, substitution or disposition Borrower may obtain a release of any Collateral by Mortgage Loan which has been pledged to Lender hereunder, so long as Borrower pays to Lender the Borrower or by outstanding unpaid principal amount of all Loans with respect to such Mortgage Loan, together with all interest accrued thereon at the Collateral Manager on behalf of the Borrower in compliance with the terms Interest Rate up to and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredrelease. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.

Release of Security Interest. (a) Upon deposit into the Payment Account occurrence of all required amounts then required any of the following events, the Company may, at its option, deliver to the Trustee an Officers' Certificate (which shall set forth in reasonable detail such event and the Collateral subject to such event) requesting that the Security Interest in the Collateral subject to such event be deposited to effect a Payment in Full in accordance with this Agreement released and termination an Opinion of all Commitments in accordance with this AgreementCounsel, and upon the receipt of a certificate such Officers' Certificate and Opinion of a Responsible Officer of the Borrower or of the Collateral Manager on behalf of the Borrower as provided in Section 8.07(e) and written request thereforCounsel, the Trustee shall instruct the Second Lien Collateral Agent, on behalf of the Secured Parties, shall, upon execution of the Payoff Letter, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the Collateral in recordable form if necessary, in favor of the Borrower or its designees as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designees any portion of the Collateral (including the applicable Related Documents) in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate Trustee to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same subject to the Borrower or its designees.such event: (b1) Except as otherwise provided the Security Interest in Section 7.02(a) in connection with a Payment in Full and the termination of the Commitments, upon the sale, substitution or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)), on the date of any such sale, substitution or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto under this Agreement, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as requested by the Borrower or the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferred. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without released upon payment in full of the principal of (and premium, if any) and interest, including Special Interest, if any, on the Notes; (2) the Security Interest in all of the Collateral shall be released if a Fall-Away Event has occurred and is continuing; (3) the Security Interest in any recourse toasset included in the Collateral that is sold, transferred or representation or warranty byotherwise disposed of in a transaction that does not violate Section 1013 shall be released; (4) upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture, the Collateral Agent Security Interest in (A) the assets of such Unrestricted Subsidiary and (B) any Capital Stock of such Unrestricted Subsidiary held by the Company or any Secured Party and Restricted Subsidiary, shall be at released; (5) the sole cost and expense Security Interest in assets that become subject to Liens securing Capital Lease Obligations or Purchase Money Debt permitted to be incurred pursuant to Section 1008 under clause (c) of the Borrower.definition of "Permitted Debt" shall be released; (6) if the controlling party (as such term is used in the Intercreditor Agreement) under the Intercreditor Agreement consents to any release of any assets from the first priority lien, the assets so released shall also be released from the Security Interest, provided that the release by such controlling party is not given in connection with a repayment of the First Lien Obligations; (7) upon (A) the merger, consolidation or sale of property of a Notes Guarantor or (B) the sale or issuance of shares of Capital Stock of such Notes Guarantor resulting in such Notes Guarantor no longer being one of the Company's Subsidiaries, in each case in accordance with the terms of this Indenture, the Security Interest in both (x) the assets of such Notes Guarantor and Indenture 108

Release of Security Interest. (a) Upon deposit into the Payment Account termination of all required amounts then required to be deposited to effect a Payment in Full in accordance with this Agreement and termination repayment to the Lenders of all Commitments Obligations in accordance with this Agreementfull and the performance of all obligations (other than Unliquidated Obligations) under the Loan Documents, and upon receipt of a certificate of a Responsible Officer of the Borrower or of the Collateral Manager Administrative Agent on behalf of the Borrower as provided each Lender shall release its security interest in Section 8.07(e) and written request thereforany remaining Collateral; provided, the Collateral Agentthat if any payment, on behalf or any part thereof, of any of the Secured PartiesObligations is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, shallbankruptcy, upon execution of the Payoff Letterdissolution, terminate and release its Lien on the Collateral and transfer, assign and set-over to the Borrower, without recourse, representation liquidation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense reorganization of the Borrower, will (i) execute such instruments or upon or as a result of release with respect to the Collateral in recordable form if necessaryappointment of a receiver, in favor of intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its designees as Property, or otherwise, this Agreement, all rights hereunder and the Borrower Liens created hereby shall continue to be effective, or the be reinstated, until such payments have been made. Any sale of any Collateral Manager may reasonably request, made in connection with a disposition expressly permitted hereunder shall be made free and clear of any Liens created under this Agreement or any other Loan Document (ii) deliver to the Borrower or its designees and free and clear of any portion proceeds of the sale of such Collateral (including the applicable Related Documents) in its possession as identified after giving effect to it by the Borrower or by the Collateral Manager and (iii) otherwise take any application of any proceeds required to cause no Borrowing Base Deficiency to exist after giving effect to such actions as requested by the Borrower or by the Collateral Manager in writing as are necessary and appropriate to release the Lien of the Collateral Agent for the benefit of the Secured Parties in the Collateral and transfer the same to the Borrower or its designeessale). (b) Except as otherwise provided The Lenders hereby irrevocably authorize the Administrative Agent to release any Liens on any Collateral (i) upon payment and satisfaction in Section 7.02(a) full in connection with a Payment in Full cash of all Secured Obligations, and the termination cash collateralization of all Unliquidated Obligations in a manner satisfactory to the CommitmentsAdministrative Agent, upon (ii) constituting property being sold or disposed of if the sale, substitution Borrower certifies to the Administrative Agent that the sale or disposition of any Collateral by the Borrower or by the Collateral Manager on behalf of the Borrower is made in compliance with the terms and conditions of this Agreement (including Article 10 and the delivery of the certification required by Section 10.01(a)Administrative Agent may rely conclusively on any such certificate, without further inquiry), on (iii) constituting property leased to the date of Borrower or any such sale, substitution Subsidiary under a lease which has expired or other disposition upon deposit into the Collection Account of all required amounts then required to be deposited with respect thereto been terminated in a transaction permitted under this Agreement, or (iv) 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 Article VIII. The Administrative Agent agrees to promptly provide evidence of the release of the Administrative Agent’s security interest in the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release its Lien on the related Collateral and, at the expense and the written direction of the Borrower, transfer, assign and set-over to the Borrower, without recourse, representation or warranty, all the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the related Collateral and all future monies due or to become due with respect thereto, any Related Property and all Proceeds of such Collateral, and recoveries relating thereto, all rights to security for any such Collateral, and all Proceeds and products of the foregoing. In addition, the Collateral Agent, at the expense of the Borrower, will (i) execute such instruments of release with respect to the portion of the Collateral to be so sold, substituted or transferred in recordable form if necessary, in favor of the Borrower or its designee as the Borrower or the Collateral Manager may reasonably request, (ii) deliver to the Borrower or its designee any portion of the Collateral (including the applicable Related Documents) to be so sold, substituted or transferred in its possession as identified to it by the Borrower or by the Collateral Manager and (iii) otherwise take such actions as that are requested by the Borrower or upon termination of this Agreement and repayment to the Collateral Manager Lenders of all Obligations in writing as are necessary full and appropriate to release the Lien performance of all obligations (other than Unliquidated Obligations) under the Collateral Agent for the benefit of the Secured Parties on the portion of the Collateral to be so sold, substituted or transferredLoan Documents. (c) Any and all actions under this Section 7.02 in respect of the Collateral shall be without any recourse to, or representation or warranty by, the Collateral Agent or any Secured Party and shall be at the sole cost and expense of the Borrower.