Common use of Termination and Release Clause in Contracts

Termination and Release. (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

Termination and Release. (a) This Upon the termination of, and payment in full of all of the Secured Obligations (subject to the provisions in section 9.14(a) of the RHDI Credit Agreement. Dex East Credit Agreement, Dex West Credit Agreement and SuperMedia Credit Agreement) under, the RHDI Loan Documents, the Dex East Loan Documents, the Dex West Loan Documents or the SuperMedia Loan Documents, as the case may be (in each case other than as a result of any Refinancing secured by the Shared Collateral), each applicable Administrative Agent hereby agrees to promptly provide a written direction to the Shared Collateral Agent stating that the conditions for release of the Shared Collateral under such Loan Documents have been satisfied. Upon the Shared Collateral Agent’s (i) receipt of such written directions from all Administrative Agents and (ii) payment in full of all Shared Collateral Agent Fees, the security interests created in favor by the Shared Collateral Security Documents shall automatically be released and the Shared Collateral Security Documents shall terminate forthwith and all right, title and interest of the AgentShared Collateral Agent in and to the Shared Collateral shall revert to the Grantors, for their successors and assigns (in each case other than as provided in those provisions that are expressly stated to survive such termination or release). (b) In connection with the ratable benefit termination of the Banks, pursuant to this Agreement shall terminate when all Shared Collateral Agent’s security interest and the release of the Obligations have been fully and indefeasibly paid and when Shared Collateral in accordance with subsection 6.10(a), the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Shared Collateral Agent shall (i) execute and deliver to the Pledgor, or to any Grantor at such person or persons as the Pledgor Grantor’s expense all documents that such Grantor shall reasonably designaterequest to evidence such termination or release and (ii) deliver or cause to be delivered to any Grantor at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents prepared property of such Grantor then held by the Pledgor at Shared Collateral Agent or any agent thereof, except as otherwise provided in subsection 3.4(a). (c) Except as set forth in subsections (d), (e), (f), (g), (h), (i) and (j) below, upon the Pledgor's expense withdrawal of any Shared Collateral as permitted by the RHDI Loan Documents, the Dex East Loan Documents, the Dex West Loan Documents and the SuperMedia Loan Documents, the security interests and Liens created by the Shared Collateral Security Documents in such Shared Collateral shall terminate and such Shared Collateral shall be automatically released from the Lien created by the Shared Collateral Security Documents (subject to any requirement therein with respect to the retention of the Proceeds of a disposition of Shared Collateral subject to this Intercreditor Agreement or any Shared Collateral Security Document). Upon receipt by the Shared Collateral Agent and the Administrative Agents of a certificate from the Ultimate Parent stating that such withdrawal is permitted by (or the relevant consent has been received under) the RHDI Loan Documents, the Dex East Loan Documents, the Dex West Loan Documents and the SuperMedia Loan Documents, unless any Administrative Agent shall have given telephonic notice to the Shared Collateral Agent, to the effect that the Pledgor requested withdrawal is not permitted, prior to 5:00 p.m. (New York City time) on the fifth Business Day following such Administrative Agent’s receipt of such Ultimate Parent certificate (such notice to be confirmed in writing no later than 12:00 p.m. noon (New York City time) on the sixth Business Day following such Administrative Agent’s receipt of such certificate), the Shared Collateral Agent shall be authorized to, and shall promptly at such Grantor’s request and expense, (i) execute and deliver such documents (in form and substance reasonably satisfactory to the Shared Collateral Agent and the Grantor) as such Grantor shall reasonably request to evidence the termination of such security interest and Lien and the release of such Shared Collateral (subject to any requirement with respect to the retention of the Proceeds of a disposition of Shared Collateral subject to this Intercreditor Agreement or any Shared Collateral Security Document) and (ii) deliver or cause to be delivered to such Grantor all property (including any promissory notes and related transfer documents), if any, constituting part of such withdrawn Shared Collateral then held by the Shared Collateral Agent or any agent thereof. The Majority Class Holders of each Class shall be deemed to have approved and authorized any such requested withdrawal and release if the Shared Collateral Agent shall not have received any such notice from the Administrative Agent representing such Class as described in this subsection 6.10(c). A copy of any notice of any Administrative Agent referred to in this subsection 6.10(c) shall be sent simultaneously to the Ultimate Parent and any applicable Grantor. (d) The guarantee and security provided by any Newco in respect of the Secured Obligations, as applicable, and the Lien in favor of the Shared Collateral Agent on behalf of the Shared Collateral Secured Parties on the Equity Interests of any Newco shall be automatically released, without any consent of the Shared Collateral Secured Parties, any Administrative Agent or the Shared Collateral Agent: (i) so long as no Default or Event of Default shall have then occurred and be continuing or would result therefrom and the net proceeds of such disposition are applied as required pursuant to Section 2.06(c) of the Dex Credit Agreements and Section 2.06(b)(iii) of the SuperMedia Credit Agreement if all or a portion of the Equity Interests of such Subsidiary is disposed of to a non-Affiliate pursuant to a transaction permitted under the Loan Documents (provided, that, in the case of a partial disposition, such Lien shall be released only with respect to the Equity Interests subject to such disposition and the guarantee and security of such Subsidiary shall be released only if it is no longer a Subsidiary of the Ultimate Parent following such disposition), or (ii) so long as no Default or Event of Default shall have then occurred and be continuing or would result therefrom and the net proceeds of such disposition are applied pursuant to clause “Fourth” of subsection 3.4 to the extent required under the Credit Agreements, upon a public offering or spin-off of such Subsidiary (which results in such entity no longer being a Subsidiary of the Ultimate Parent). (e) Upon receipt by the Shared Collateral Agent of written notice from each Administrative Agent directing the Shared Collateral Agent to cause the Liens on a portion of the Shared Collateral identified in such notice to be released and discharged, the security interests created by this Agreement with respect the Shared Collateral Security Documents in such Shared Collateral shall automatically terminate forthwith and all right, title and interest of the Shared Collateral Agent in and to such Shared Collateral shall revert to the CollateralGrantors, their successors and assigns. (bf) All Collateral used, sold, transferred or otherwise disposed of Upon receipt by the Pledgor Shared Collateral Agent of written certification from the applicable Grantor or the Ultimate Parent that physical possession of any of such Grantor’s property then held by the Shared Collateral Agent or any agent thereof (including any promissory notes and related transfer documents, if any, constituting part of any Shared Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in accordance with the terms lieu of the Credit Agreement (includingexercise of enforcement) against counterparties, without limitationor for the purpose of correction of defects, pursuant if any, under or in relation to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Shared Collateral, the Shared Collateral Agent shall at such Grantor’s request and expense (i) cause to be delivered such property to such Grantor or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Shared Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Shared Collateral Agent and the Grantors), and take such other actions in connection with such escrowed release as such Grantor may reasonably request in writing; it being understood that the delivery of any such property shall not constitute a release of the Shared Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Intercreditor Agreement and the Shared Collateral Security Documents. A copy of any certificate by a Grantor to the Shared Collateral Agent under this subsection 6.10(f) shall be sent simultaneously to the Administrative Agents. The Grantors hereby agree to hold in escrow any Shared Collateral delivered to the Grantors, as applicable, by the Shared Collateral Agent pursuant to this subsection 6.10(f). (g) Upon receipt by the Shared Collateral Agent of written certification from the applicable Grantor that such Grantor has entered into a binding contract for a sale of Shared Collateral to a third party or other monetization (that is not a payment or prepayment), in each case, in a transaction (a “Third Party Sale”) permitted by the Loan Documents, the Shared Collateral Agent shall deliver promptly at such Grantor’s request and expense (i) execute and deliver, for release only upon completion of such Third Party Sale, such documents (in form and substance reasonably satisfactory to the Pledgor, or to Shared Collateral Agent and the Grantors) as such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Grantor shall reasonably request to evidence the release termination of the Liens security interest and security interests created under Lien in, and release of, such Agreement Shared Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such Collateral, Third Party Sale subject to this Intercreditor Agreement or any Shared Collateral Security Document) and (ii) any representationdeliver, warranty or covenant contained in this Agreement relating cause to be delivered, for release only upon completion of such Third Party Sale, to such Grantor all property (including any promissory notes and related transfer documents), if any, constituting part of such Shared Collateral (and any related collateral) then held by the Shared Collateral Agent or any agent thereof. If no Event of Default or Enforcement Event has occurred and is continuing when any Grantor shall have entered into a binding contract for a Third Party Sale, but such Grantor shall not have completed such Third Party Sale prior to a Foreclosure on such Shared Collateral or any other intervening Enforcement Event, the Shared Collateral Agent shall provide the releases, and otherwise act in accordance with the provisions of, this subsection 6.10 in respect of such Third Party Sale notwithstanding such intervening Foreclosure or other Enforcement Event. A copy of any certificate by a Grantor to the Shared Collateral Agent under this subsection 6.10(g) shall be sent simultaneously to the Administrative Agents. The Grantors hereby agree to hold in escrow any Shared Collateral delivered to the Grantors, as applicable, by the Shared Collateral Agent pursuant to this subsection 6.10(g). (h) Upon receipt by the Shared Collateral Agent of written certification from the applicable Grantor or the Ultimate Parent that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Shared Collateral, the Shared Collateral Agent shall promptly at such Grantor’s request and expense (i) execute and deliver, for release only upon receipt by the Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Shared Collateral Agent and the Grantors) as such Grantor shall reasonably request to evidence termination of the security interest and Lien in, and release of, such Shared Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Intercreditor Agreement or any Shared Collateral Security Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to such Grantor all property (including any promissory notes and related transfer documents), if any, constituting part of such Shared Collateral (and any related collateral) then held by the Shared Collateral Agent or any agent thereof. A copy of any certificate by a Grantor to the Shared Collateral Agent under this subsection 6.10(h) shall be sent simultaneously to the Administrative Agents. The Grantors hereby agree to hold in escrow any Shared Collateral delivered to the Grantors, as applicable, by the Shared Collateral Agent pursuant to this subsection 6.10(h). (i) Upon receipt by the Shared Collateral Agent of a written notice from each Administrative Agent that (i) the security interests and Liens created under the Shared Guarantee and Collateral Agreement in the Pledged Stock (as defined in the Shared Guarantee and Collateral Agreement) issued by a Grantor have been released, or (ii) all of the Shared Collateral owned by a Grantor has been released, in each case, in accordance with the provisions of this subsection 6.10, such Grantor shall be released from its obligations hereunder and under the Shared Collateral Security Documents. Upon any such release, the Shared Collateral Agent will promptly, at such Grantor’s written request and expense, (x) execute and deliver such documents as such Grantor shall reasonably request to evidence the termination of such Grantor’s obligations under this Intercreditor Agreement and the Shared Collateral Security Documents and (ii) deliver or cause to be delivered to such Grantor all property (including any promissory notes and related transfer documents), if any, of such Grantor then remaining held by the Shared Collateral Agent or any agent thereof. (j) This Intercreditor Agreement shall terminate when the security interests granted under each of the Shared Collateral Security Documents have terminated and the Shared Collateral has been released as provided in subsection 6.10(a); provided, that upon any Administrative Agent’s written notification to the Shared Collateral Agent (pursuant to subsection 6.10(a) or otherwise) that the Shared Collateral has been released by the Class of Shared Collateral Secured Parties represented by such Administrative Agent, then such Administrative Agent (and the Class of Shared Collateral Secured Parties represented thereby) shall no longer be deemed subject to the terms of this Intercreditor Agreement and, for the avoidance of doubt, shall no longer benefit from the provisions in this Intercreditor Agreement, including but not limited to the right to share in distributions pursuant to subsection 3.4; provided, further, that notwithstanding the foregoing proviso, the provisions of subsections 4.3, 4.4, 4.5 and 4.6 shall not be made with respect to affected by any such used, sold, transferred full or otherwise disposed Collateralpartial termination.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Foreign Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to the Pledgor with respect to the Collateral owned by the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of the Pledgor.

Termination and Release. (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to under this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute reassign and deliver to the PledgorBorrower, or to such person or persons as the Pledgor Borrower shall reasonably designate, against receipt, all Uniform Commercial Code termination statements and similar documents prepared Collateral that has not been sold or otherwise applied by the Pledgor Agent pursuant to this Agreement and that is still being held by the Agent under this Agreement, together with appropriate instructions of reassignment and release. Any such reassignment, shall be without recourse to or any warranty by the Agent and at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the CollateralBorrower. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor Borrower in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the PledgorBorrower, or to such person or persons as the Pledgor Borrower shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral, and (iii) all schedules to this Agreement shall be amended to the extent necessary to reflect any such sale, transfer of disposition. Any such reassignment, shall be without recourse to, or any warranty by, the Agent and at the expense of the Borrower.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Swissco Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to the Pledgor with respect to the Collateral owned by the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of the Pledgor. (c) [Intentionally Omitted]

Termination and Release. (a) This At such time as the Note shall have been paid in full (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable), the Pledged Collateral shall be released from the Liens created hereby, and this Agreement and the security interests created in favor all obligations (other than those expressly stated to survive such termination) of the AgentSecured Party and the Pledgor hereunder shall terminate, for all without delivery of any instrument or any further action by any party, and all rights to the ratable benefit Pledged Collateral shall revert to the Pledgor. At the request and sole expense of the BanksPledgor following any such termination, pursuant the Secured Party shall deliver to this Agreement shall terminate when all of the Obligations have been fully Pledgor any Pledged Collateral held by the Secured Party hereunder, and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to Pledgor such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Pledged Collateral used, shall be sold, transferred or otherwise disposed of by the Pledgor in accordance with a transaction permitted by this Agreement, then the terms Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and the Secured Party, at the request and sole expense of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement)Pledgor, shall be used, sold, transferred or otherwise disposed of free execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, Pledgor all releases and other documents reasonably necessary or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence advisable for the release of the Liens and security interests created under hereby on such Agreement Pledged Collateral; provided that the Pledgor shall provide to the Secured Party evidence of such transaction's compliance with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral as the Secured Party shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateralreasonably request.

Termination and Release. Subject to the terms, conditions and provisions of the Indenture: (a) This Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until the Indenture has terminated pursuant to its express terms and all of the Secured Obligations (other than unasserted contingent indemnification obligations) have been paid in full whereupon the security interest created hereunder shall automatically terminate and be released. (b) Any Grantor shall automatically be released from its obligations hereunder and the security interests created interest in favor the Collateral of such Grantor shall be automatically released upon (i) the consummation of any transaction permitted by the Indenture (or consented to in writing pursuant to Section 9.02 of the Agent, for the ratable benefit Indenture) as a result of which such Grantor ceases to be a Subsidiary of the BanksIssuer, as applicable or (ii) the effectiveness of any written consent to the release in accordance with Section 10.03 of the Indenture. (c) Upon (i) any sale, transfer or other disposition by any Grantor of Collateral that is permitted under the Indenture (other than to another Grantor) or (ii) the effectiveness of any written consent to the release of security interest granted hereby in any Collateral pursuant to this Agreement shall terminate when all Section 10.03 of the Obligations have been fully Indenture, the security interest of the Note Collateral Agent in such Collateral and indefeasibly paid any other security interests granted hereby in such Collateral shall be automatically released. (d) Upon the termination or release of any security interest created hereunder or release of Collateral, the Note Collateral Agent will, upon request by and when at the Banks have no further Commitments under the Credit Agreement and no Letters expense of Credit are outstanding or unreimbursedany Grantor, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons Grantor such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Grantor shall reasonably request to evidence the termination of the security interest created hereunder or the release of such Collateral, as the Liens case may be, provided, however, that (i) at the time of such request and the security interests created by this Agreement with respect such release no Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Note Collateral Agent, at least 10 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral. (b) All Collateral used, soldif applicable, transferred or otherwise disposed of by the Pledgor in accordance with and the terms of the Credit sale, lease, transfer or other disposition giving rise to such release in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Note Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with this Agreement and the Indenture and as to such other matters as the Note Collateral Agent may reasonably request. (including, without limitation, e) Upon the earlier of (i) the payment in full in cash of the Secured Obligations and (ii) the release of all Liens created hereunder pursuant to a waiver or amendment of the terms of the Credit Agreement)Indenture and each other Security Document or, shall if earlier the time at which such liens are required to be usedreleased hereunder or thereunder, sold, transferred or otherwise disposed of free the pledge and clear of the Lien and the security interest created under this Agreementgranted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. In connection with Upon any such saletermination, transfer or disposition of Collateralthe Note Collateral Agent will, (i) at the Agent shall applicable Grantor’s expense, promptly execute and deliver to the Pledgor, or to such person or persons Grantor such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Grantor shall reasonably request to evidence the such termination. (f) Upon any release of Collateral pursuant to this Section 9.14, none of the Liens and security interests created under Noteholder Secured Parties shall have any continuing right or interest in such Agreement with respect to Collateral or the proceeds of such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by such Pledgor as shall have not been sold or otherwise applied by the Pledgor Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of such Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement Agreements (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor.

Termination and Release. (a) This Agreement and At the security interests created in favor earlier of the Agent, (i) date the Obligations shall have been paid in cash and otherwise performed in full and (ii) the date the Notes are exchanged for the ratable benefit shares of the Banks, Preferred Stock pursuant to the Purchase Agreement, this Agreement shall terminate when all (other than the provisions (x) of the Obligations have been fully first sentence of Section 10.6 hereof and indefeasibly paid (y) of Section 12.3 hereof) and when the Banks have no further Commitments under Collateral shall be released from the Credit Agreement liens created hereby (all without delivery of any instrument or performance of any act by any party), and no Letters all rights to the Collateral shall revert to the Grantor. At the request and sole expense of Credit are outstanding or unreimbursedthe Grantor following any such termination, at which time the Collateral Agent shall deliver to the Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor, or to Grantor such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Grantor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Collateral used, shall be sold, transferred or otherwise disposed of by the Pledgor Grantor in accordance with a manner permitted by the terms Collateral Documents, the Collateral Agent at the request and sole expense of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement)Grantor, shall be used, sold, transferred or otherwise disposed of free execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, Grantor all releases or to such person or persons as the Pledgor shall other documents reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence requested for the release of the Liens liens created hereby on such Collateral. (c) This Agreement, the other Collateral Documents and the security interests created under granted herein shall remain in full force and effect and continue to be effective if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by the Collateral Agent or any Noteholder, whether as a "voidable preference," "fraudulent conveyance" or otherwise, all as though such Agreement with respect to such Collateralpayment or performance had not been made. In the event that any payment, or any part thereof, is avoided, rescinded, reduced, restored or returned, the Obligations and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral the security interests granted herein shall no longer be reinstated and the Obligations shall be deemed to be made with respect to reduced only by such usedamount paid and not so avoided, soldrescinded, transferred reduced, restored or otherwise disposed Collateralreturned.

Termination and Release. (a%3) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by such Pledgor as shall have not been sold or otherwise applied by the Pledgor Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of such Pledgor's expense that . Notwithstanding anything herein to the Pledgor shall reasonably request to evidence contrary, if all the release obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Liens Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (ba) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor (other than to GrafTech or a Subsidiary), in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor. (b) Each Pledgor (other than GrafTech, Finance and GrafTech International Holdings Inc.) shall be released from its obligations hereunder if a portion of the Capital Stock of such Pledgor shall be sold, transferred or otherwise disposed of, in accordance with the terms of the Credit Agreement, by any person that shall own such stock, to a person that is not GrafTech or an Affiliate thereof, and such disposition will result in such Pledgor ceasing to be a Subsidiary after giving effect to such disposition.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Swissco Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to the Pledgor with respect to the Collateral owned by the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of the Pledgor.

Termination and Release. (a) This Agreement Upon the termination of, and satisfaction in full of all of the obligations under, a Class of Primary Secured Obligations (other than contingent indemnification obligations), the applicable Primary Holder Representative shall promptly provide written notice to the Collateral Agent stating that the conditions for release of Collateral under the Primary Secured Instruments for such Class have been satisfied. Upon the Collateral Agent's receipt of such written notice from the Primary Holder Representative of a Class of Primary Secured Obligations, the Secured Obligations under such Class shall no longer be secured by the Collateral. Upon the Collateral Agent's (i) receipt of such written notice from all Primary Holder Representatives and (ii) confirmation of payment in full of all Collateral Agent Fees, the security interests created in favor by the Security Documents shall terminate forthwith and all right, title and interest of the AgentCollateral Agent in and to the Collateral shall revert to the Grantors, for their successors and assigns. (b) Upon the ratable benefit termination of the Banks, pursuant to this Agreement shall terminate when all Collateral Agent's security interest and the release of the Obligations have been fully and indefeasibly paid and when Collateral in accordance with Section 6.12(a), the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedCollateral Agent will promptly, at which time the Agent shall Company's written request and expense (and in any event within 2 Business Days after receipt of such request), (i) execute and deliver to the Pledgor, or to Company such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of the Liens Collateral and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Collateral Agent or any agent thereof. (c) So long as no Notice of Acceleration shall be in effect, upon the sale or other Disposition of all the Capital Stock of a Grantor to any Person (other than the Company or any other Loan Party) in a transaction permitted (or not prohibited, as the case may be) by all the Primary Secured Instruments: (i) such Grantor and each Subsidiary of such Grantor which is included in such sale or other Disposition (such Grantor and each such Subsidiary being referred to herein as “Included Grantors”) shall cease to be a Grantor hereunder or a party to any Security Document and shall be released automatically from its obligations pursuant hereto and thereto, (ii) the security interests created by the Security Documents entered into by such Included Grantors in all right, title and interest of such Included Grantors in the Collateral, and the security interests created by this Agreement the Security Documents in the Capital Stock of such Included Grantors, shall terminate automatically, in each case only with respect to such Included Grantors and such Capital Stock (subject to any requirement with respect to the Collateral. retention of Proceeds of such sale or other Disposition subject to this Agreement or any other Security Document) and (biii) All Collateral usedany obligations of such Included Grantors shall, sold, transferred or unless otherwise disposed of expressly notified by the Pledgor Company to the Collateral Agent and the Applicable Directing Parties in accordance with writing, automatically cease to be Secured Obligations. Upon any such termination and receipt by the terms Collateral Agent of a certificate from the Credit Agreement (including, without limitation, pursuant Company or the relevant Grantor stating that such sale or other Disposition is to a waiver Person other than the Company or amendment any other Loan Party in a transaction permitted or not prohibited, as the case may be, by the Primary Secured Instruments, the Collateral Agent will promptly, at the Company's request and expense (and in any event within 2 Business Days after receipt of the terms of the Credit Agreementsuch request), shall be used, sold, transferred or otherwise disposed of free (x) execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to Company and such person or persons Included Grantors (and the Grantor that pledged such Capital Stock under the Security Documents) such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of such Collateral, (y) deliver or cause to be delivered to such Included Grantors all property of such Included Grantors then held by the Collateral Agent or any agent thereof and (z) deliver such Capital Stock to the Grantor that pledged such Capital Stock under the Security Documents. A copy of any certificate by a Grantor to the Collateral Agent under this Section 6.12(c) shall be sent simultaneously to the Applicable Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Agent pursuant to this Section 6.12(c). (d) Upon receipt by the Collateral Agent of written notices from each Primary Holder Representative directing the Collateral Agent to cause the Liens on a portion or all of the Collateral identified in such notice to be released and discharged, the security interests created under by the Security Documents in such Agreement with respect Collateral shall terminate forthwith and all right, title and interest of the Collateral Agent in and to such Collateral shall revert to the Grantors, their successors and assigns. (e) So long as no Notice of Acceleration shall be in effect, upon receipt by the Collateral Agent of written certification from the Company (and in any event within 2 Business Days after receipt of such request) that physical possession of any Grantor's property then held by the Collateral Agent or any agent thereof or any separate agent or co-agent (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor's remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, or for the purpose of exchanging stock certificates or instruments for other stock certificates or instruments in a transaction not constituting a sale or disposition, the Collateral Agent shall (i) cause to be delivered in escrow such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Collateral Agent and the Company), and take such other actions in connection with such escrowed release as such Grantor or the Company may reasonably request in writing; it being understood that the delivery of any representation, warranty or covenant contained in such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement relating and the other Security Documents. A copy of any certificate by a Grantor or the Company to the Collateral Agent under this Section 6.12(e) shall be sent simultaneously to the Applicable Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Agent pursuant to this Section 6.12(e). (f) So long as no Notice of Acceleration shall be in effect, upon the sale or other Disposition of Collateral to a third party or other monetization (other than a payment or prepayment), in each case, in a transaction in which such third party is not a Loan Party (a “Third Party Sale”) and which transaction is permitted or not prohibited by all the Primary Secured Instruments, the security interests created by the Security Documents in such Collateral (but not the Proceeds thereof) shall no longer be deemed terminate automatically, and the Company or applicable Grantor shall promptly provide the Collateral Agent with written certification that such sale or other Disposition has occurred and is permitted or not prohibited by all the Primary Secured Instruments. Upon receipt by the Collateral Agent of a notice from the Company or other Grantor that such Grantor has entered or intends to be made enter into a binding contract for a Third Party Sale of Collateral, the Collateral Agent shall, promptly upon receipt of such notice (and in any event within 2 Business Days after receipt of such notice), at such Grantor's or the Company's expense, (i) execute and deliver within 5 Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, such documents (in form and substance reasonably satisfactory to the Collateral Agent and the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such usedThird Party Sale subject to this Agreement or any other Security Document) and (ii) deliver, soldor cause to be delivered within 5 Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, transferred for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Agent or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Agent under this Section 6.12(f) shall be sent simultaneously to the Primary Holder Representatives. The Company and the Grantors hereby agree to hold in escrow at all times prior to the closing under the applicable Third Party Sale any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Agent pursuant to this Section 6.12(f). (g) Upon receipt by the Collateral Agent of written certification from the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Collateral, the Collateral Agent shall promptly at the Company's request and expense (and in any event within 2 Business Days after receipt of such request), and as long as no Notice of Acceleration is then in effect (i) execute and deliver, for release only upon receipt by the applicable Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Collateral Agent and the Grantors) as the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such portion of Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any other Security Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Agent or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Agent under this Section 6.12(g) shall be sent simultaneously to the Applicable Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Agent pursuant to this Section 6.12(g). (h) Notwithstanding anything to the contrary contained in any Security Document, the Lien granted under the Security Documents shall not extend to any Excluded Assets during the time that such assets constitute Excluded Assets, but shall promptly attach thereto if at any time such assets no longer constitute Excluded Assets. (i) This Agreement shall terminate when the security interests granted under each of the other Security Documents or otherwise disposed Collateralin favor of the Secured Parties have terminated and the Collateral has been released as provided in this Section 6.12; provided that the provisions of Sections 4.3, 4.4, 4.5, 4.6 and 4.7 as related to the reimbursement of expenses and costs of the Collateral Agent, the indemnities of the Collateral Agent and priority Liens of the Collateral Agent and Sections 5.1, 5.2, 5.4 as related to exculpations and limitations of the duties and obligations of the Collateral Agent, shall not be affected by any such termination. (j) Notwithstanding any release to the Company of amounts from the Collateral Account pursuant to Section 2.11(b) or the release of any security interest or lien pursuant to this Section 6.12, the Grantors and their assets will remain subject to the terms of the Secured Instruments, and the released amounts and other assets may not be applied except as permitted under the Secured Instruments.

Termination and Release. (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement The pledge referenced herein shall terminate when all of on the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedFacility Termination Date, at which time the Administrative Agent shall execute assign and deliver to the appropriate Pledgor, or to such person Person or persons Persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Pledged Securities (if any) as shall not have been sold or otherwise applied by the Pledgor Administrative Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Upon the written request of the Credit Parties, the Administrative Agent shall at the sole cost and expense of the applicable Credit Party release the pledge relating to, and assign and deliver to the appropriate Pledgor's expense that the , or to such Person or Persons as such Pledgor shall reasonably request to evidence the release of the Liens designate, any Pledged Securities (together with appropriate instruments and the security interests created by this Agreement with respect to the Collateral. reassignment and release) (bi) All Collateral used, that are sold, transferred or otherwise disposed of by any Pledgor to the Pledgor extent such sale, transfer or other disposition is permitted by and made in accordance with the terms of the this Credit Agreement Agreement, (including, without limitation, pursuant to a waiver or amendment of ii) that are subsequently designated as an Excluded Asset in accordance with the terms of the this Credit Agreement), . Any release and reassignment made pursuant to this Section 10.9 shall be used, sold, transferred or otherwise disposed of free and clear of all Liens, arising by, under or through any Lender but shall otherwise be without recourse upon or warranty by the Lien Administrative Agent and at the security interest created under this Agreement. In connection with any such sale, transfer or disposition expense of Collateral, (i) the Agent shall deliver to the PledgorPledgors, or (iii) that are owned by any Guarantor which is released from its obligations hereunder pursuant to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.Section 9.5 hereof. 100

Termination and Release. (a) This When the Secured Obligations have been indefeasibly satisfied in full, the Notes are no longer outstanding and no other amount is then HOLDCO STOCK PLEDGE AGREEMENT 14 268 outstanding or owing to any Pari Passu Secured Party under the Notes, the Note Purchase Agreements, the Common Terms Agreement and any other Pari Passu Financing Document and all Pari Passu Commitments have terminated, then, and only then, shall this Stock Pledge Agreement and the security interests created hereby be released and this Stock Pledge Agreement shall terminate, at HoldCo's expense; otherwise, this Stock Pledge Agreement and the security interests created hereby shall remain in favor full force and effect. No release of this Stock Pledge Agreement, or of the Lien created and evidenced hereby, shall be valid unless executed by the Collateral Agent. The Collateral Agent, for upon the ratable benefit Pledgors' request, at HoldCo's expense and to the extent authorized to do so pursuant to Article 7 of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Common Terms Agreement and no Letters of Credit are outstanding or unreimbursedin accordance with this Section 14, at which time the Agent shall execute and deliver to the PledgorPledgors all documents reasonably necessary to evidence such release. To the fullest extent permitted by Applicable Law, this Stock Pledge Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by the Collateral Agent or any other Pari Passu Secured Party in respect of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or such Pari Passu Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Pledgors or the Company or upon the appointment of any intervenor or conservator of, or to such person agent or persons as similar official for, the Pledgor shall reasonably designatePledgors or the Company or any part of their respective assets, or otherwise, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralas though such payments had not been made. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

Termination and Release. (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the PledgorBorrower, or to such person or persons as the Pledgor Borrower shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor Borrower at the PledgorBorrower's expense that the Pledgor Borrower shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor Borrower in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the PledgorBorrower, or to such person or persons as the Pledgor Borrower shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor Borrower at the PledgorBorrower's expense that the Pledgor Borrower shall reasonably request to evidence the release of the Liens and security interests created under such this Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by such Pledgor as shall have not been sold or otherwise applied by the Pledgor Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of such Pledgor's expense that . Notwithstanding anything herein to the Pledgor shall reasonably request to evidence contrary, if all the release obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Liens Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor. (c) Each Pledgor (other than GrafTech, Finance and GrafTech International Holdings Inc.) shall be released from its obligations hereunder if a portion of the Capital Stock of such Pledgor shall be sold, transferred or otherwise disposed of, in accordance with the terms of the Credit Agreement, by any person that shall own such stock, to a person that is not GrafTech or an Affiliate thereof, and such disposition will result in such Pledgor ceasing to be a Subsidiary after giving effect to such disposition.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by such Pledgor as shall have not been sold or otherwise applied by the Pledgor Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of such Pledgor's expense that . Notwithstanding anything herein to the Pledgor shall reasonably request to evidence contrary, if all the release obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Liens Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor. (c) Each Pledgor (other than GrafTech, Global and the Borrower) shall be released from its obligations hereunder if a portion of the Capital Stock of such Pledgor shall be sold, transferred or otherwise disposed of, in accordance with the terms of the Credit Agreement, by Global or any other person that shall own such stock, to a person that is not GrafTech, Global, the Borrower or a Subsidiary, and such disposition will result in such Pledgor ceasing to be a Subsidiary after giving effect to such disposition.

Termination and Release. (a) This At the later of (i) the termination of the Framework Agreement and (ii) such time as the security interests Secured Obligations shall have been paid in full (other than contingent obligations in respect of which no claim has been made or is reasonably foreseeable), the Collateral shall be released from the liens and Encumbrances created hereby or by any other Transaction Document (except for those liens and Encumbrances created by the Credit Support Annex to the Schedule to the ISDA Master Agreement, which shall terminate and be released in favor accordance with the terms of the AgentISDA Master Agreement, the Schedule and the Credit Support Annex) and all obligations (other than those expressly stated to survive such termination) of the Secured Party and the Company hereunder shall terminate automatically, all without delivery of any instrument or any further action by any party, and all rights to the Collateral shall revert to the Company (such date, the “Termination Date”). At the request and sole expense, as long as such expenses are reasonably incurred, of the Company following any such termination, the Secured Party shall promptly deliver to the Company any Collateral held by or for the ratable benefit of the Banks, Secured Party pursuant to this Agreement shall terminate when all of the Obligations have been fully terms hereof, and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to Company such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Collateral used, shall be sold, transferred or otherwise disposed of by the Pledgor Company in accordance with a transaction permitted under Section 6.9 hereof, then the terms lien created pursuant to this Security Agreement in such Collateral shall be automatically released. The Secured Party, at the request and sole expense, as long as such expenses are reasonably incurred, of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement)Company, shall be used, sold, transferred or otherwise disposed of free execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, Company all releases and other documents reasonably necessary or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence advisable for the release of the Liens and security interests liens created under such Agreement with respect to hereby on such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating ; provided that the Company shall provide to the Secured Party such Collateral evidence of such transaction’s compliance with the Transaction Documents as the Secured Party shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateralreasonably request.

Termination and Release. (a) This Agreement Upon either (A) receipt by the Collateral Trustee from each Holder Representative of (x) written directions to cause the Liens created by Section 4.6 and by the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant Trust Security Documents to this Agreement shall terminate when all of the Obligations have been fully be released and indefeasibly paid and when the Banks have no further Commitments under discharged or (y) written notices from the Credit Agreement Administrative Agent and no Letters from each other Holder Representative, stating that the conditions for release in connection with the termination of the Credit are outstanding Agreement Documents or unreimbursedthe Additional Debt Documents, as the case may be, have been satisfied, or (B) receipt by the Collateral Trustee of (x) a written request of the Borrower following the occurrence of the Collateral Release Date to cause the Liens created by Section 4.6 and by the Trust Security Documents to be released and discharged, and (y) a written notice from the Credit Agreement Administrative Agent (or, at which any time after the Agent Credit Agreement Payoff, a written notice to such effect from the Controlling Party), the Liens created by Section 4.6 and by the Trust Security Documents shall automatically terminate forthwith and all right, title and interest of the Collateral Trustee in and to the Collateral shall automatically revert to the Grantors, their successors and assigns. (b) Upon the termination of the Collateral Trustee’s security interest and the release of the Collateral in accordance with Section 6.12(a), the Collateral Trustee will promptly upon the Borrower’s request, but in no case later than five (5) Business Days following the later of such request or the effective date of such release, at the Borrower’s expense, (i) execute and deliver to the Pledgor, or to Borrower such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Borrower shall reasonably request to evidence the termination of such security interest or the release of the Liens Collateral and the security interests created by this Agreement with respect (ii) deliver or cause to be delivered to the CollateralGrantors all property of the Grantors then held by the Collateral Trustee or any agent thereof. (bc) All Collateral usedUpon the sale of all the Capital Stock of a Grantor to any Person (other than another Grantor) in a transaction permitted (or not prohibited, sold, transferred or otherwise disposed of as the case may be) by the Pledgor in accordance with the terms of the Credit Agreement (includingDocuments and the Additional Debt Documents), without limitationor if any Grantor ceases to be a Grantor for any reason permitted or not prohibited, pursuant to a waiver or amendment of as the terms of case may be, by the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien Agreement Documents and the security interest created under this Agreement. In connection with any such saleAdditional Debt Documents, transfer or disposition and as long as no Notice of Collateral, Acceleration is then in effect: (i) the Agent such Grantor which is included in such sale or which ceases to be a Grantor and each Subsidiary of such Grantor (such Grantor and each such Subsidiary, being referred to herein as “Included Grantors”) shall deliver automatically cease to the Pledgor, be a Grantor hereunder or a party hereto or to such person or persons as the Pledgor any Trust Security Document and shall reasonably designatebe released automatically from its obligations pursuant hereto and thereto, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of (ii) the Liens and security interests created under by Section 4.6 hereof and the Trust Security Documents entered into by such Agreement Included Grantors in all right, title and interest of such Included Grantors in the Collateral, and the Liens and security interests created by Section 4.6 hereof and the Trust Security Documents in the Capital Stock of such Grantor, shall terminate automatically, in each case only with respect to such CollateralIncluded Grantors and such Capital Stock, (iii) all right, title and interest of the Collateral Trustees in and to the Collateral subject to such security interests shall revert automatically to such Included Grantors, their successors and assigns and (iiiv) any representationobligations of such Included Grantors shall, warranty or covenant contained unless otherwise expressly notified by the Borrower to the Collateral Trustee and the Controlling Party in this Agreement relating to such Collateral shall no longer be deemed writing, automatically cease to be made with respect Secured Obligations. Upon any such termination and receipt by the Collateral Agent of a certificate from the Borrower or the relevant Grantor stating that such sale is to such useda Person other than another Grantor in a transaction permitted or not prohibited, soldas the case may be, transferred by the Credit Agreement Documents and the Additional Debt Documents or otherwise disposed Collateral.that each relevant Included Grantor has ceased to be a Grantor for a reason

Termination and Release. (a) This Agreement Upon the Discharge of Obligations, the Security Interests shall terminate and all rights to the security interests created in favor Collateral shall revert to the Pledgor. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, upon request by and at the expense (shared equally) of the Pledgor and Collateral Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to Pledgor such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the Liens and case may be. Any such documents shall be without recourse to or warranty by the security interests created by Collateral Agent or the Secured Parties. Upon any release of Collateral pursuant to this Agreement with respect to Section 7.9(a), none of the Secured Parties shall have any continuing right or interest in such Collateral. (b) All Collateral usedNotwithstanding anything herein or in any Transaction Document to the contrary, sold, transferred or otherwise disposed of by upon the Pledgor in accordance with the terms termination of the Credit applicable transfers restrictions set forth in Section 2.2 of the Equity Consideration Agreement, Article VIII of the LLC Agreement or Article III of the Registration Rights Agreement (includingas defined in the LLC Agreement) with respect to any portion of the Pledged Equity Interests, without limitation, the Security Interests created pursuant to a waiver or amendment of the terms of the Credit Agreement)this Agreement in such Pledged Equity Interests, shall be usedautomatically released, soldsuch Pledged Equity Interests shall no longer constitute Collateral, transferred or otherwise disposed of free and clear of the Lien Schedule II shall be accordingly amended and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Collateral Agent shall will execute and deliver to the Pledgor, or to Pledgor such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the termination of the Security Interests or the release of such Pledged Equity Interests. Any such documents shall be without recourse to or warranty by the Collateral Agent or the Secured Parties. Upon any release of the Liens and security interests created under Pledged Equity Interests pursuant to this Section 7.9(b), none of the Secured Parties shall have any continuing right or interest in such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralPledged Equity Interests.

Termination and Release. (a) This Agreement Upon receipt by the Collateral Trustee (x) from the Controlling Party of written directions to cause the Liens created by subsections 3.2 and 4.6 and by the Trust Security Documents to be released and discharged, provided that the Company shall have delivered a certificate of a Responsible Officer of the Company to the Collateral Trustee certifying that (i) such release of the Collateral is permitted under, and does not violate the terms of, the First Priority Debt Documents and the Junior Priority Debt Documents and (ii) all conditions precedent to such release of the Collateral have been (or, substantially contemporaneously with such action, shall be) satisfied or (y) of written notices from each Holder Representative stating that the conditions for release in connection with the termination of the applicable First Priority Debt Documents or the applicable Junior Priority Debt Documents, as the case may be, have been satisfied, the security interests created in favor by subsection 4.6 and by the Trust Security Documents shall terminate forthwith and all right, title and interest of the AgentCollateral Trustee in and to the Collateral shall revert to the Grantors, for their successors and assigns. (b) Upon the ratable benefit termination of the Banks, pursuant to this Agreement shall terminate when all Collateral Trustee’s security interest and the release of the Obligations have been fully and indefeasibly paid and when Collateral in accordance with subsection 6.12(a), the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedCollateral Trustee will promptly, at which time the Agent shall Company’s written request and expense, (i) execute and deliver to the Pledgor, or to Company such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of the Liens Collateral and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Collateral Trustee or any agent thereof; provided that the Company shall have delivered a certificate of a Responsible Officer of the Company to the Collateral Trustee certifying that the conditions described in subsection 6.12(a) have been met and that such release of the Collateral is permitted under, and does not violate the terms of, the First Priority Debt Documents and Junior Priority Debt Documents. (c) Upon the sale or other disposition of all the Capital Stock of a Grantor (other than the Company) to any Person (other than another Grantor) in a transaction permitted (or not prohibited, as the case may be) by the First Priority Debt Documents and the Junior Priority Debt Documents or upon such Grantor ceasing to be a guarantor as permitted (or not prohibited, as the case may be) by each such document: (i) such Grantor and each Subsidiary of such Grantor which is included in such sale or other disposition or which so ceases to be a guarantor (such Grantor and each such Subsidiary being referred to herein as “Included Grantors”) shall cease to be a Grantor hereunder or a party to any Trust Security Document and shall be released automatically from its obligations pursuant hereto and thereto, (ii) the security interests created by the Trust Security Documents entered into by such Included Grantors in all right, title and interest of such Included Grantors in the Collateral, and the security interests created by this Agreement the Trust Security Documents in the Capital Stock of such Grantor, shall terminate automatically, in each case only with respect to such Included Grantors and such Capital Stock, (iii) all right, title and interest of the Collateral. Collateral Trustee in and to the Collateral of such Included Grantors subject to such security interests shall revert automatically to such Included Grantors, their successors and assigns and (biv) All Collateral usedany obligations of such Included Grantors shall, sold, transferred or unless otherwise disposed of expressly notified by the Pledgor Company to the Collateral Trustee and the Controlling Party in accordance with writing, automatically cease to be Secured Obligations. Upon any such termination and receipt by a Responsible Officer of the Collateral Trustee of a certificate from the Company or the relevant Grantor, and acknowledged in writing by the Controlling Party, stating that such sale or other disposition is to a Person other than another Grantor in a transaction permitted or not prohibited, as the case may be, by the First Priority Debt Documents and the Junior Priority Debt Documents and that the release of the Collateral is permitted under, and does not violate the terms of of, the Credit Agreement First Priority Debt Documents and Junior Priority Debt Documents, the Collateral Trustee will promptly, at the Company’s request and expense, (including, without limitation, pursuant x) execute and deliver to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien such Included Grantors (and the security interest created Grantor that pledged such Capital Stock under this Agreement. In connection with any the Trust Security Documents) such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of such Collateral, in each case, without representation, warranty or recourse, (y) deliver or cause to be delivered to such Included Grantors all property of such Included Grantors then held by the Collateral Trustee or any agent thereof and (z) deliver such Capital Stock to the Grantor that pledged such Capital Stock under the Trust Security Documents. (d) Upon the sale or other disposition of all or any portion of the Collateral to any Person (other than another Grantor) in a transaction permitted (or not prohibited, as the case may be) by the First Priority Debt Documents and the Junior Priority Debt Documents (including pursuant to any consent to such sale and/or release of the Liens and security interest in such Collateral pursuant to the terms thereof), the security interests created under by the Trust Security Documents in such Agreement with respect Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Trust Security Documents. Upon any such release and receipt by the Collateral Trustee of a certificate from the Company or the relevant Grantor stating that such sale or other disposition is permitted or not prohibited, as the case may be, by (or the relevant consent has been received under) the First Priority Debt Documents and the Junior Priority Debt Documents and that the release of the Collateral is permitted under, and does not violate the terms of, the First Priority Debt Documents and Junior Priority Debt Documents, the Collateral Trustee will promptly at the Company’s request and expense execute and deliver such documents as the Company shall reasonably request to evidence the termination of such security interest and the release of such Collateral. (e) Without limiting subsections (c) and (d) above, upon receipt by the Collateral Trustee of (i) written notice from the Controlling Party directing the Collateral Trustee to cause the Liens on a portion of the Collateral identified in such notice to be released and discharged and (ii) any representationa certificate of the Company confirming that the Collateral identified in such notice in clause (i) above does not constitute all or substantially all of the Collateral and is permitted to be released under the First Priority Debt Documents and Junior Priority Debt Documents, warranty or covenant contained the security interests created by the Trust Security Documents in this Agreement relating such Collateral shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to such Collateral shall no longer be deemed revert to be made the Grantors, their successors and assigns. (f) Notwithstanding any of the foregoing, if the Collateral Trustee is exercising its rights or remedies with respect to the Collateral under the Trust Security Documents in accordance with this Collateral Trust Agreement, and the Collateral Trustee releases any of the Liens securing any Secured Obligations on any part of the Collateral, then all the Liens securing the Secured Obligations on such usedCollateral shall be automatically, sold, transferred unconditionally and simultaneously released (and the Collateral Trustee shall take any actions reasonably requested by the Company to evidence the release of such Liens). (g) This Collateral Trust Agreement shall terminate when the security interest granted under the Trust Security Documents has terminated and the Collateral has been released as provided in subsection 6.12(a); provided that all Trustee’s Fees (other than any indemnification obligation for which no claim or otherwise disposed Collateraldemand for payment has been made) shall have been paid in full.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Agent Pledgee shall execute reassign or re-cede and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Pledged Stock owned by the Pledgor as shall have not been sold or otherwise applied by the Pledgee pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment or re-cession and release. Any such reassignment or re-cession shall be without recourse to or any warranty by the Pledgee and at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the CollateralPledgor. (b) All Collateral used, Pledged Stock sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Agent Pledgee shall execute and deliver to the Pledgor with respect to the Pledged Stock owned by the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Pledged Stock sold, transferred or otherwise disposed together with appropriate instructions of reassignment or re-cession and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such Collateral the Pledged Stock shall no longer be deemed to be made with respect Pledge Agreement 12 ________________________________________________________________________________ to such used, sold, transferred or otherwise disposed CollateralPledged Stock and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment or re-cession shall be without recourse or to any warranty by the Pledgee and at the expense of the Pledgor.

Termination and Release. (a) This Agreement Upon the termination of, and satisfaction in full of all of the obligations under, a Class of Primary Secured Obligations (other than contingent indemnification obligations for which no claim has been made), a Responsible Officer of the Company shall promptly provide written notice to the Collateral Trustee stating that the conditions for release of Collateral under the Secured Instruments for such Class have been satisfied and upon the Collateral Trustee’s receipt of such written notice, the Secured Obligations under such Class shall no longer be secured by the Collateral. Upon the Collateral Trustee’s receipt of such written notice with respect to each Class of Primary Secured Obligations, the security interests created in favor by the Trust Security Documents shall terminate automatically and all right, title and interest of the AgentCollateral Trustee in and to the Collateral shall revert to the Grantors, for their successors and assigns. (b) Upon the ratable benefit termination of the Banks, pursuant to this Agreement shall terminate when all Collateral Trustee’s security interest and the release of the Obligations have been fully and indefeasibly paid and when Collateral in accordance with Section 6.12(a), the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedCollateral Trustee will promptly, at which time the Agent shall Company’s written request and expense (and in any event within five Business Days after receipt of such request), (i) execute and deliver to the Pledgor, or to Company such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of such Collateral, or authorize the Company and its designees to file such UCC termination statements and notices of release of Liens as the Company shall reasonably request, and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Collateral Trustee or any agent thereof. (c) So long as no Notice of Acceleration shall be in effect, upon the sale or other disposition of all the Capital Stock of a Grantor to any Person (other than the Company or any other Grantor) in a transaction permitted (or not prohibited, as the case may be) by all the Secured Instruments as certified in writing by a Responsible Officer of the Company: (i) such Grantor and each Subsidiary of such Grantor which is included in such sale or other disposition (such Grantor and each such Subsidiary being referred to herein as “Included Grantors”) shall cease to be a Grantor hereunder or a party to any Trust Security Document and shall be released automatically from its obligations pursuant hereto and thereto, (ii) the security interests created by the Trust Security Documents entered into by such Included Grantors in all right, title and interest of such Included Grantors in the Collateral, and the security interests created by this Agreement the Trust Security Documents in the Capital Stock of such Included Grantors, shall terminate automatically, in each case only with respect to such Included Grantors and such Capital Stock (subject to any requirement with respect to the Collateral. retention of Proceeds of such sale or other disposition subject to this Agreement or any other Trust Security Document) and (biii) All Collateral usedany obligations of such Included Grantors shall, sold, transferred or unless otherwise disposed of expressly notified by the Pledgor Company to the Collateral Trustee and the Directing Parties in accordance with writing, automatically cease to be Secured Obligations. Upon any such termination and receipt by the terms Collateral Trustee of a certificate from a Responsible Officer of the Credit Agreement (including, without limitation, pursuant Company or the relevant Grantor stating that such sale or other disposition is to a waiver Person other than the Company or amendment any other Grantor in a transaction permitted or not prohibited, as the case may be, by the Secured Instruments, the Collateral Trustee will promptly, at the Company’s request and expense (and in any event within five Business Days after receipt of the terms of the Credit Agreementsuch request), shall be used, sold, transferred or otherwise disposed of free (x) execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to Company and such person or persons Included Grantors (and the Grantor that pledged such Capital Stock under the Trust Security Documents) such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of such Collateral, or authorize the Company and its designess to file such UCC termination statements and notices of release of Liens as the Company shall reasonably request, (y) deliver or cause to be delivered to such Included Grantors all property of such Included Grantors then held by the Collateral Trustee or any agent thereof and (z) deliver such Capital Stock to the Grantor that pledged such Capital Stock under the Trust Security Documents. A copy of any certificate by a Grantor to the Collateral Trustee under this Section 6.12(c) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(c). (d) Upon receipt by the Collateral Trustee of written notice from a Primary Holder Representative directing the Collateral Trustee to cause the Liens on a portion or all of the Collateral (identified in such notice) securing the applicable Primary Secured Obligations to be released and discharged, such Liens shall be automatically released and such Primary Secured Obligations shall no longer be secured by such Collateral, and the security interests created under by the Trust Security Documents in such Agreement with respect Collateral shall terminate automatically and all right, title and interest of the Collateral Trustee in and to such Collateral shall revert to the Grantors, their successors and assigns. (e) So long as no Notice of Acceleration shall be in effect, upon receipt by the Collateral Trustee of written certification from a Responsible Officer of the Company (and in any event within five Business Days after receipt of such request) that physical possession of any Grantor’s property then held by the Collateral Trustee or any agent thereof or any separate trustee or co-trustee (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, or for the purpose of exchanging stock certificates or instruments for other stock certificates or instruments in a transaction not constituting a sale or disposition, the Collateral Trustee shall (i) cause to be delivered in escrow such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, in each case in respect of any such promissory notes, stock certificates and related Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Company), and take such other actions in connection with such escrowed release as such Grantor or the Company may reasonably request in writing; it being understood that the delivery of any representation, warranty or covenant contained in such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement relating and the other Trust Security Documents. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(e) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(e). (f) So long as no Notice of Acceleration shall be in effect, upon the sale or other disposition of Collateral to a third party (a “Third Party Sale”) and which transaction is permitted or not prohibited by all the Secured Instruments as certified in writing by a Responsible Officer of the Company, the security interests created by the Trust Security Documents in such Collateral (but not the Proceeds thereof) shall terminate automatically, and the Company or applicable Grantor shall promptly provide the Collateral Trustee with written certification that such sale or other disposition has occurred and is permitted or not prohibited by all the Secured Instruments. Upon receipt by the Collateral Trustee of a notice from the Company or other Grantor that such Grantor has entered or intends to enter into a binding contract for a Third Party Sale of Collateral, the Collateral Trustee shall, promptly upon receipt of such notice (and in any event within five Business Days after receipt of such notice), at such Grantor’s or the Company’s expense, (i) execute and deliver within five Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, such documents (in form and substance reasonably satisfactory to the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such Third Party Sale subject to this Agreement or any other Trust Security Document), or authorize the Company and its designees to file such UCC termination statements and notices of release of Liens as the Company shall reasonably request, and (ii) deliver, or cause to be delivered within five Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Trustee or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(f) shall be sent simultaneously to the Directing Parties. The Company and the other Grantors hereby agree to hold in escrow at all times prior to the closing under the applicable Third Party Sale any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(f). (g) Upon receipt by the Collateral Trustee of written certification from a Responsible Officer of the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Collateral, the Collateral Trustee shall promptly at the Company’s request and expense (and in any event within five Business Days after receipt of such request), and as long as no Notice of Acceleration is then in effect (i) execute and deliver, for release only upon receipt by the applicable Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Grantors) as the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such portion of Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any other Trust Security Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt by the Collateral Trustee of such payment or prepayment in satisfaction or settlement, to the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Trustee or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(g) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(g). (h) Upon a release of any senior Lien on any Collateral in accordance with Section 4.2 of the Intercreditor Agreement (or in accordance with any comparable provision of any other Trust Security Document now or hereinafter constituting an intercreditor agreement to which the Collateral Trustee is a party and all or any portion of the Collateral is subject including the Asset Backed Credit Facility Intercreditor Agreement, if any), the Collateral Trustee’s Lien on such Collateral shall be automatically released. (i) Notwithstanding anything to the contrary contained in any Trust Security Document, the Lien granted under the Trust Security Documents shall not extend to any Excluded Property during the time that such assets constitute Excluded Property, but shall promptly attach thereto if at any time such assets no longer be deemed to be made with respect to such used, sold, transferred constitute Excluded Property. (j) This Agreement shall terminate when the security interests granted under each of the other Trust Security Documents or otherwise disposed in favor of the Secured Parties have terminated and the Collateral has been released as provided in Section 6.12(a) or (d); provided that the provisions of Sections 4.3, 4.4, 4.5, 4.6 and 4.7 as related to the reimbursement of expenses and costs of the Collateral Trustee, the indemnities of the Collateral Trustee and priority Liens of the Collateral Trustee and Sections 5.1, 5.2, 5.4 as related to exculpations and limitations of the duties and obligations of the Collateral Trustee, shall not be affected by any such termination. (k) Notwithstanding any release to the Company of amounts from the Collateral Account pursuant to Section 2.11(b) or the release of any security interest or Lien pursuant to this Section 6.12, the Grantors and their assets will remain subject to the terms of the Secured Instruments, and the released amounts and other assets may not be applied except as permitted under the Secured Instruments. (l) Upon the release, pursuant to, and in accordance with the terms and conditions of any of the foregoing provisions of this Section 6.12, of the Lien on all or any portion of (a) the Collateral under the Security and Collateral Agency Agreement or (b) the Collateral applicable to the Vehicle Title Custodial Agreement, the Collateral Trustee is hereby authorized and directed by the applicable Grantors to deliver instructions to or direct the collateral agent under the Security and Collateral Agency Agreement or the custodial administrator under the Vehicle Title Custodial Agreement, as applicable, to release such Collateral.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and Commitments, no Letters of Credit are outstanding and all Interest Rate Protection Agreements have been terminated. (b) Upon any sale by any Pledgor of any Collateral in connection with a sale permitted by Section 6.05 of the Credit Agreement (excluding sales to Holdings, the Borrower or unreimbursedany of their respective Subsidiaries) or otherwise released at the direction of the Required Lenders (or all of the Lenders if required by Section 9.08 of the Credit Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with Section 2.11(b) of the Credit Agreement, at which time or, after the Credit Document Obligations have been paid in full, released in accordance with Section 25 hereof, to the extent required to be so applied, the security interest created hereunder in such Collateral shall be automatically released. (c) In connection with any termination or release pursuant to paragraphs (a) and (b), (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All against receipt, such Collateral used, sold, transferred or otherwise disposed together with appropriate instructions of by the Pledgor in accordance with the terms of the Credit Agreement (includingreassignment and release, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended (as appropriate) to reflect the respective release. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor. (d) At any time that a Pledgor desires that the Collateral Agent assign, transfer and deliver Collateral (and releases therefor) as provided in Section 22(a) or (b) hereof, it shall deliver to the Collateral Agent a certificate signed by an executive officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 22(a) or (b). (e) In the event that all of the Equity Interests of one or more Pledgors is sold or otherwise disposed of (except to Holdings, the Borrower or any of their respective Subsidiaries) or liquidated in compliance with the requirements of Section 6.05 of the Credit Agreement (or any such sale or other disposition or liquidation has been approved in writing by the Required Lenders or, after all Credit Document Obligations have been paid in full, approved in accordance with Section 25 hereof) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Pledgor shall be released from this Agreement and this Agreement shall, as to each such Pledgor or Pledgors, terminate, and have no further force or effect (it being understood and agreed that the sale of all the Equity Interests held by Holdings, the Borrower, and their Subsidiaries in one or more persons that own, directly or indirectly, all of the Equity Interests of any Pledgor shall be deemed to be a sale of such Pledgor for the purposes of this clause (e)).

Termination and Release. (a) Emtec shall give notice to Investor at least two (2) Business Days (but no more than fifteen (15) Business Days) prior to payment in full of all the Obligations (other than: (i) wholly contingent indemnification obligations not then due and (ii) Obligations in connection with the Warrant (“Warrant Obligations”)). This Agreement shall terminate and the security interests created granted hereby shall be automatically released when all the Obligations (other than: (i) wholly contingent indemnification obligations not then due and (ii) Warrant Obligations) have been indefeasibly paid in favor full and this Agreement and all obligations (other than those expressly stated to survive such termination) of the AgentInvestor and each Company hereunder shall terminate, for all without delivery of any instrument or any further action by any party, and all rights to the ratable benefit Collateral shall revert to the Companies; provided, however, that if prior to or simultaneously with such payment in full of the BanksObligations (other than: (i) wholly contingent indemnification obligations not then due and (ii) Warrant Obligations) the Investor delivers to Emtec a Repurchase Notice under Section 9 of the Warrant, pursuant to then, this Agreement shall terminate when not terminate, the Warrant Obligations shall not be automatically released, and all rights to the Collateral shall not revert to the Companies, until payment in full of the Obligations have been fully Warrant Obligations. At the request and indefeasibly paid sole expense of any Company following any such termination, the Investor shall deliver to such Company any Collateral held by the Investor hereunder, and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons Company such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Company shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Collateral used, shall be sold, transferred or otherwise disposed of by any Company in a transaction permitted by the Pledgor Loan Agreement, then the Lien created pursuant to this Agreement in accordance such Collateral shall be released, and the Investor, at the request and sole expense of such Company, shall execute and deliver to such Company all releases and other documents necessary for the release of the Liens created hereby on such Collateral; provided that such Company shall provide to the Investor evidence of such transaction's compliance with the terms Loan Agreement and the other Loan Documents as the Investor shall reasonably request. At the request and sole expense of the Credit Agreement (includingEmtec, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), Company shall be used, released from its obligations hereunder in the event that all the Securities of such Company are sold, transferred or otherwise disposed of free and clear in a transaction permitted by the Loan Agreement; provided that Emtec shall have delivered to the Investor, at least ten (10) Business Days (or such shorter period reasonably acceptable to the Investor) prior to the date of the Lien proposed release, a written request for release identifying the relevant Company and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release terms of the Liens sale or other disposition in reasonable detail, including the price thereof and security interests created under any expenses in connection therewith, together with a certification by Emtec stating that such transaction is in compliance with the Loan Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateralthe other Loan Documents.

Termination and Release. (a) This The rights, powers, authorizations and agencies granted herein with respect to the Collateral or otherwise to the Collateral Agent have been granted in order, among other things, to perfect the Collateral Agent’s security interest in the Collateral, are powers coupled with an interest, will neither be affected by the bankruptcy of any Grantor or any other Person nor by the lapse of time and are irrevocable until the irrevocable and indefeasible discharge in full of the Loan and any other Note Obligations. (b) Subject to Section 6.18 (Survival of Agreements), this Agreement shall terminate and all other rights granted hereby shall terminate and all rights to the Collateral shall revert to each Grantor, as applicable, upon the occurrence of the Release Date and the closure of the Project Accounts. (c) On the Release Date the security interests created (or ratified and reaffirmed) by this Agreement in favor the Collateral shall terminate and all right, title and interest of the AgentCollateral Agent in and to the Collateral shall revert to each Grantor, for as applicable. (d) Upon receipt by the ratable benefit Collateral Agent of written notice from DOE directing the Collateral Agent to cause the Liens on any portion of the BanksCollateral identified in such notice to be released and discharged, pursuant to this Agreement the security interests created by the Security Documents in such Collateral shall terminate when forthwith and all right, title and interest of the Obligations have been fully Collateral Agent in and indefeasibly paid to such Collateral shall revert to each Grantor, as applicable, or its successors and when assigns. (e) Upon the Banks have no further Commitments under release of any Collateral in accordance with Clauses (c) or (d) above, the Credit Agreement and no Letters Collateral Agent will promptly (following receipt of Credit are outstanding or unreimbursedDOE’s written acknowledgement of the release of any Collateral in accordance with Clause (b) above), at which time the Agent shall each Grantor’s written request and expense, execute and deliver to the Pledgoreach Grantor, or to as applicable, such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor it shall reasonably request to evidence such release and deliver the released Collateral (in form and substance reasonably acceptable to the Collateral Agent), or cause it to be delivered, to such Grantor. (f) Upon the sale of all or any portion of the Collateral to any Person in a transaction permitted by the Financing Documents (including pursuant to any consent to such sale and/or release of the Liens security interest in such Collateral pursuant to the terms thereof), and as long as no Event of Default has occurred and is continuing or no Notice of Default is then in effect, the security interests created by this Agreement with respect to the Collateral. (b) All Security Documents in such Collateral used, sold, transferred or otherwise disposed of shall terminate and such Collateral shall be automatically released from the Lien created by the Pledgor Security Documents; provided, that, the Secured Parties shall continue to have a security interest in the Proceeds (as defined in Article 9 of the UCC in effect on the date of this Agreement) of such sold Collateral, which Proceeds (as defined in Article 9 of the UCC in effect on the date of this Agreement) shall be treated in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this AgreementSecurity Documents. In connection with Upon any such salesale and release, transfer and receipt by the Collateral Agent of a certificate from each Grantor, as applicable, stating that such sale is permitted by (or disposition of Collateral, (ithe relevant consent has been received under) the Financing Documents, the Collateral Agent shall will promptly at such Grantor’s request and expense execute and deliver to the Pledgor, or to such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Grantor shall reasonably request to evidence the termination of such security interest and the release of the Liens and security interests created under such Agreement with respect to such Collateral. (g) Notwithstanding the foregoing, and (ii) if at any representationtime a payment of the Loan or any of the other Note Obligations is rescinded or must otherwise be returned upon the insolvency bankruptcy or reorganization of any Grantor or otherwise, warranty or covenant contained in the provisions of this Agreement relating to such Collateral and the security interest created hereby shall no longer be deemed continue to be made with respect to effective or be reinstated, as the case may be, all as though such used, sold, transferred or otherwise disposed Collateralpayment had not been made.

Termination and Release. (a%3) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Swissco Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by the Pledgor as shall have not been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens Pledgor. Notwithstanding anything herein to the contrary, if all the obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (ba) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to the Pledgor with respect to the Collateral owned by the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of the Pledgor.

Termination and Release. (a) This Agreement and At the security interests created in favor earlier of the Agent, for (i) date the ratable benefit Obligations shall have been paid in cash and otherwise performed in full and (ii) the date all of the Banks, Notes are exchanged for shares of Preferred Stock pursuant to the Purchase Agreement, this Agreement shall terminate when all (other than the provisions (x) of the Obligations have been fully first sentence of Section 10.6 hereof and indefeasibly paid (y) of Section 12.3 hereof) and when the Banks have no further Commitments under Collateral shall be released from the Credit Agreement liens created hereby (all without delivery of any .instrument or performance of any act by any party), and no Letters all rights to the Collateral shall revert to the Grantor. At the request and sole expense of Credit are outstanding or unreimbursedthe Grantor following any such termination, at which time the Collateral Agent shall deliver to the Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor, or to Grantor such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Grantor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Collateral used, shall be sold, transferred or otherwise disposed of by the Pledgor Grantor in accordance with a manner permitted by the terms Collateral Documents, the Collateral Agent at the request and sole expense of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement)Grantor, shall be used, sold, transferred or otherwise disposed of free execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, Grantor all releases or to such person or persons as the Pledgor shall other documents reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence requested for the release of the Liens liens created hereby on such Collateral. (c) This Agreement, the other Collateral Documents and the security interests created under granted herein shall remain in full force and effect and continue to be effective if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by the Collateral Agent or any Noteholder, whether as a "voidable preference," "fraudulent conveyance" or otherwise, all as though such Agreement with respect to such Collateralpayment or performance had not been made. In the event that any payment, or any part thereof, is avoided, rescinded, reduced, restored or returned, the Obligations and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral the security interests granted herein shall no longer be reinstated and the Obligations shall be deemed to be made with respect to reduced only by such usedamount paid and not so avoided, soldrescinded, transferred reduced, restored or otherwise disposed Collateralreturned.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by such Pledgor as shall have not been sold or otherwise applied by the Pledgor Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of such Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor.

Termination and Release. (a) This Agreement Upon the termination of, and satisfaction in full of all of the obligations under, a Class of Primary Secured Obligations (other than Contingent Indemnification Obligations), the applicable Primary Holder Representative shall promptly provide written notice to the Collateral Trustee stating that the conditions for release of Collateral under the Primary Secured Instruments for such Class have been satisfied. Upon the Collateral Trustee’s receipt of such written notice from the Primary Holder Representative of a Class of Primary Secured Obligations, the Secured Obligations under such Class shall no longer be secured by the Collateral. Upon the Collateral Trustee’s (i) receipt of such written notice from all Primary Holder Representatives and (ii) confirmation of payment in full of all Trustee Fees, the security interests created in favor by the Trust Security Documents shall terminate forthwith and all right, title and interest of the AgentCollateral Trustee in and to the Collateral shall revert to the Grantors, for their successors and assigns. (b) Upon the ratable benefit termination of the Banks, pursuant to this Agreement shall terminate when all Collateral Trustee’s security interest and the release of the Obligations have been fully and indefeasibly paid and when Collateral in accordance with Section 6.12(a), the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedCollateral Trustee will promptly, at which time the Agent shall Company’s written request and expense (and in any event within 2 Business Days after receipt of such request), (i) execute and deliver to the Pledgor, or to Company such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of the Liens Collateral and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Collateral Trustee or any agent thereof. (c) So long as no Notice of Acceleration shall be in effect, upon the sale or other Disposition of all the Capital Stock of a Grantor to any Person (other than the Company or any other Loan Party) in a transaction permitted (or not prohibited, as the case may be) by all the Primary Secured Instruments: (i) such Grantor and each Subsidiary of such Grantor which is included in such sale or other Disposition (such Grantor and each such Subsidiary being referred to herein as “Included Grantors”) shall cease to be a Grantor hereunder or a party to any Trust Security Document and shall be released automatically from its obligations pursuant hereto and thereto, (ii) the security interests created by the Trust Security Documents entered into by such Included Grantors in all right, title and interest of such Included Grantors in the Collateral, and the security interests created by this Agreement the Trust Security Documents in the Capital Stock of such Included Grantors, shall terminate automatically, in each case only with respect to such Included Grantors and such Capital Stock (subject to any requirement with respect to the Collateral. retention of Proceeds of such sale or other Disposition subject to this Agreement or any other Trust Security Document) and (biii) All Collateral usedany obligations of such Included Grantors shall, sold, transferred or unless otherwise disposed of expressly notified by the Pledgor Company to the Collateral Trustee and the Directing Parties in accordance with writing, automatically cease to be Secured Obligations. Upon any such termination and receipt by the terms Collateral Agent of a certificate from the Credit Agreement (including, without limitation, pursuant Company or the relevant Grantor stating that such sale or other Disposition is to a waiver Person other than the Company or amendment any other Loan Party in a transaction permitted or not prohibited, as the case may be, by the Primary Secured Instruments, the Collateral Trustee will promptly, at the Company’s request and expense (and in any event within 2 Business Days after receipt of the terms of the Credit Agreementsuch request), shall be used, sold, transferred or otherwise disposed of free (x) execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to Company and such person or persons Included Grantors (and the Grantor that pledged such Capital Stock under the Trust Security Documents) such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Company shall reasonably request to evidence the termination of such security interest or the release of such Collateral, (y) deliver or cause to be delivered to such Included Grantors all property of such Included Grantors then held by the Collateral Trustee or any agent thereof and (z) deliver such Capital Stock to the Grantor that pledged such Capital Stock under the Trust Security Documents. A copy of any certificate by a Grantor to the Collateral Trustee under this Section 6.12(c) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(c). (d) Upon receipt by the Collateral Trustee of written notices from each Primary Holder Representative directing the Collateral Trustee to cause the Liens on a portion or all of the Collateral identified in such notice to be released and discharged, the security interests created under by the Trust Security Documents in such Agreement with respect Collateral shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to such Collateral shall revert to the Grantors, their successors and assigns. (e) So long as no Notice of Acceleration shall be in effect, upon receipt by the Collateral Trustee of written certification from the Company (and in any event within 2 Business Days after receipt of such request) that physical possession of any Grantor’s property then held by the Collateral Trustee or any agent thereof or any separate trustee or co-trustee (including any promissory notes and related transfer documents, if any, constituting part of any Collateral) is necessary or customary to enforce (or would otherwise facilitate enforcement of) such Grantor’s remedies (or actions in lieu of the exercise of enforcement) against counterparties, or for the purpose of correction of defects, if any, under or in relation to any Collateral, or for the purpose of exchanging stock certificates or instruments for other stock certificates or instruments in a transaction not constituting a sale or disposition, the Collateral Trustee shall (i) cause to be delivered in escrow such property to such Grantor, the Company or its agents pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, or loan (or other asset) administration and servicing, in each case in respect of any such promissory notes and related Collateral, and (ii) execute and deliver such documents (in form and substance reasonably satisfactory to the Collateral Trustee and the Company), and take such other actions in connection with such escrowed release as such Grantor or the Company may reasonably request in writing; it being understood that the delivery of any representation, warranty or covenant contained in such property shall not constitute a release of the Collateral and any Proceeds received by such Grantor upon any such enforcement shall be subject to this Agreement relating and the other Trust Security Documents. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(e) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(e). (f) So long as no Notice of Acceleration shall be in effect, upon the sale or other Disposition of Collateral to a third party or other monetization (other than a payment or prepayment), in each case, in a transaction in which such third party is not a Loan Party (a “Third Party Sale”) and which transaction is permitted or not prohibited by all the Primary Secured Instruments, the security interests created by the Trust Security Documents in such Collateral (but not the Proceeds thereof) shall no longer be deemed terminate automatically, and the Company or applicable Grantor shall promptly provide the Collateral Trustee with written certification that such sale or other Disposition has occurred and is permitted or not prohibited by all the Primary Secured Instruments. Upon receipt by the Collateral Trustee of a notice from the Company or other Grantor that such Grantor has entered or intends to be made enter into a binding contract for a Third Party Sale of Collateral, the Collateral Trustee shall, promptly upon receipt of such notice (and in any event within 2 Business Days after receipt of such notice), at such Grantor’s or the Company’s expense, (i) execute and deliver within 5 Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, such documents (in form and substance reasonably satisfactory to the Collateral Trustee and the Grantors) as such Grantor or the Company shall reasonably request to evidence the termination of the security interest and Lien in, and release of, such Collateral upon completion of such Third Party Sale (subject to any requirement with respect to retention of the Proceeds of such usedThird Party Sale subject to this Agreement or any other Trust Security Document) and (ii) deliver, soldor cause to be delivered within 5 Business Days prior to the date of the contemplated closing under such Third Party Sale as notified by the Company or such Grantor, transferred for release only upon completion of such Third Party Sale, to such Grantor or the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Trustee or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(f) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow at all times prior to the closing under the applicable Third Party Sale any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(f). (g) Upon receipt by the Collateral Trustee of written certification from the Company that such Grantor has received, or has received notice that it will receive, a payment or prepayment in satisfaction or settlement in respect of any portion of the Collateral, the Collateral Trustee shall promptly at the Company’s request and expense (and in any event within 2 Business Days after receipt of such request), and as long as no Notice of Acceleration is then in effect (i) execute and deliver, for release only upon receipt by the applicable Grantor of such payment or prepayment in satisfaction or settlement, such documents (in form and substance reasonably satisfactory to the Collateral Trustee and the Grantors) as the Company shall reasonably request to evidence termination of the security interest and Lien in, and release of, such portion of Collateral (subject to any requirement with respect to retention of the Proceeds of such payment or prepayment under this Agreement or any other Trust Security Documents) and (ii) deliver, or cause to be delivered, for release only upon receipt of such payment or prepayment in satisfaction or settlement, to the Company all property (including any promissory notes and related transfer documents), if any, constituting part of such Collateral (and any related collateral) then held by the Collateral Trustee or any agent thereof. A copy of any certificate by a Grantor or the Company to the Collateral Trustee under this Section 6.12(g) shall be sent simultaneously to the Directing Parties. The Company and the Grantors hereby agree to hold in escrow any Collateral delivered to the Company or the Grantors, as applicable, by the Collateral Trustee pursuant to this Section 6.12(g). (h) Notwithstanding anything to the contrary contained in any Trust Security Document, the Lien granted under the Trust Security Documents shall not extend to any Excluded Assets during the time that such assets constitute Excluded Assets, but shall promptly attach thereto if at any time such assets no longer constitute Excluded Assets. (i) This Agreement shall terminate when the security interests granted under each of the other Trust Security Documents or otherwise disposed Collateralin favor of the Secured Parties have terminated and the Collateral has been released as provided in Section 6.12(a) or (d); provided that the provisions of Sections 4.3, 4.4, 4.5, 4.6 and 4.7 as related to the reimbursement of expenses and costs of the Collateral Trustee, the indemnities of the Collateral Trustee and priority Liens of the Collateral Trustee and Sections 5.1, 5.2, 5.4 as related to exculpations and limitations of the duties and obligations of the Collateral Trustee, shall not be affected by any such termination. (j) Notwithstanding any release to the Company of amounts from the Collateral Account pursuant to Section 2.11(b) or the release of any security interest or lien pursuant to this Section 6.12, the Grantors and their assets will remain subject to the terms of the Secured Instruments, and the released amounts and other assets may not be applied except as permitted under the Secured Instruments.

Termination and Release. (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the PledgorBorrower, or to such person or persons as the Pledgor Borrower shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor Borrower at the PledgorBorrower's expense that the Pledgor Borrower shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor Borrower in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the PledgorBorrower, or to such person or persons as the Pledgor Borrower shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor Borrower at the PledgorBorrower's expense that the Pledgor Borrower shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

Termination and Release. (a) This At such time as the Notes and the other Secured Obligations shall have been paid in full (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable) and all obligations thereunder and under the other Security Documents have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and the security interests created in favor all obligations (other than those expressly stated to survive such termination) of the AgentCollateral Agent and each Grantor hereunder shall terminate, for all without delivery of any instrument or any further action by any party, and all rights to the ratable benefit Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor, or to such person or persons Grantor such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Grantor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Collateral used, shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Pledgor Security Documents, then the Lien created pursuant to this Agreement in accordance such Collateral shall be released, and the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases and other documents necessary or advisable for the release of the Liens created hereby on such Collateral; provided that the Company shall provide to the Collateral Agent evidence of such transaction's compliance with the terms Security Documents as the Collateral Agent shall reasonably request. At the request and sole expense of the Credit Agreement (includingCompany, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), Grantor shall be used, released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of free and clear in a transaction permitted by the Security Documents; provided that the Company shall have delivered to the Collateral Agent, at least ten Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the Lien proposed release, a written request for release identifying the relevant Grantor and the security interest created under this Agreement. In terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared a certification by the Pledgor at Company stating that such transaction is in compliance with the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralSecurity Documents.

Termination and Release. (a) This Agreement If, in compliance with the terms and the security interests created in favor provisions of the AgentCredit Documents, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when (i) all of the Obligations have been fully Equity Interests of any Subsidiary Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Credit Party (nor an Affiliate thereof) in a transaction permitted hereunder or (ii) any Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary, in each case, as a result of a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and indefeasibly paid and when any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the Banks have no further Commitments under the Credit Agreement and no Letters consummation of Credit are outstanding such sale or unreimbursed, at which time the Agent shall execute and deliver transfer or other transaction (but subject to the Pledgorproviso below), or be released from its obligations under this Agreement (including under Section 9.5 hereof) and the other Credit Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in each case, in the case of a sale of all of the Equity Interests of the Transferred Guarantor, the pledge of such person or persons as Equity Interests to the Pledgor Administrative Agent pursuant to the Collateral Documents shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense be released; provided that the Pledgor Borrower shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor in accordance with the terms of the Credit Agreement (including, without limitation, at least ten (10) Business Days prior to the date of the proposed release (or such shorter period as acceptable to the Administrative Agent), a written request for release identifying the relevant Subsidiary Guarantor and a description of the transaction or designation in reasonable detail, together with a certification by the Borrower stating that such transaction or designation is in compliance with the Credit Agreement and the other Credit Documents). Upon receipt of the certifications and documents required by the preceding sentence, the Administrative Agent shall, at the Borrower’s expense, without recourse or warranty, take such actions as are reasonably necessary to effect each release described in this Section 10.12 in accordance with the relevant provisions of the Collateral Documents; provided, however, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any Refinancing Debt, any Incremental Equivalent Debt, any Ratio Debt, any Junior Debt or any Permitted Refinancing in respect of any of the foregoing. Upon termination of the Commitments and payment in full of all Credit Party Obligations (other than (x) contingent indemnification obligations and (y) the Bank Product Debt) and the expiration or termination of all Letters of Credit, this Agreement and the Guarantees made herein shall terminate with respect to all Credit Party Obligations, except with respect to Credit Party Obligations that expressly survive such repayment pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateral.

Termination and Release. (a) This At such time as the Secured Obligations shall have been paid in full (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable), the Pledged Collateral shall be released from the Liens created hereby, and this Agreement and the security interests created in favor all obligations (other than those expressly stated to survive such termination) of the AgentPurchaser and each Grantor hereunder shall terminate, for all without delivery of any instrument or any further action by any party, and all rights to the ratable benefit Pledged Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the BanksPurchaser shall deliver to such Grantor any Pledged Collateral held by the Purchaser hereunder, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons Grantor such documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Grantor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Pledged Collateral used, shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Pledgor Purchase Agreement, then the Lien created pursuant to this Agreement in accordance such Pledged Collateral shall be released, and the Purchaser, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases and other documents reasonably necessary or advisable for the release of the Liens created hereby on such Pledged Collateral; provided that the Company shall provide to the Purchaser evidence of such transaction’s compliance with the terms Purchase Agreement and the other Transaction Documents as the Purchaser shall request. At the request and sole expense of the Credit Agreement (includingCompany, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), Grantor shall be used, released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of free and clear in a transaction permitted by the Purchase Agreement; provided that the Company shall have delivered to the Purchaser, at least ten (10) Business Days (or such shorter period acceptable to the Purchaser) prior to the date of the Lien proposed release, a written request for release identifying the relevant Grantor and the security interest created under this Agreement. In terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared a certification by the Pledgor at Company stating that such transaction is in compliance with the Pledgor's expense that Purchase Agreement and the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Collateralother Transaction Documents.

Termination and Release. (a) This Agreement and the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement The pledge referenced herein shall terminate when all of on the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedFacility Termination Date, at which time the Administrative Agent shall execute assign and deliver to the appropriate Pledgor, or to such person Person or persons Persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Pledged Securities (if any) as shall not have been sold or otherwise applied by the Pledgor Administrative Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instruments of reassignment and release. Upon the written request of the Credit Parties, the Administrative Agent shall at the sole cost and expense of the applicable Credit Party release the pledge relating to, and assign and deliver to the appropriate Pledgor's expense that the , or to such Person or Persons as such Pledgor shall reasonably request to evidence the release of the Liens designate, any Pledged Securities (together with appropriate instruments and the security interests created by this Agreement with respect to the Collateral. reassignment and release) (bi) All Collateral used, that are sold, transferred or otherwise disposed of by any Pledgor to the Pledgor extent such sale, transfer or other disposition is permitted by and made in accordance with the terms of the this Credit Agreement Agreement, (including, without limitation, pursuant to a waiver or amendment of ii) that are subsequently designated as an Excluded Asset in accordance with the terms of the this Credit Agreement), . Any release and reassignment made pursuant to this Section 10.9 shall be used, sold, transferred or otherwise disposed of free and clear of all Liens, arising by, under or through any Lender but shall otherwise be without recourse upon or warranty by the Lien Administrative Agent and at the security interest created under this Agreement. In connection with any such sale, transfer or disposition expense of Collateral, (i) the Agent shall deliver to the PledgorPledgors, or (iii) that are owned by any Guarantor which is released from its obligations hereunder pursuant to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralSection 9.5 hereof.

Termination and Release. (a) This Agreement and On the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursed, at which time the Agent shall execute and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and Release Date the security interests created by this Agreement with respect in the Collateral shall terminate and all right, title and interest of the Collateral Agent in and to the CollateralCollateral shall revert to each Grantor, as applicable. (b) All Collateral used, sold, transferred or otherwise disposed of Upon receipt by the Pledgor Collateral Agent of notice from DOE directing the Collateral Agent to cause the Liens on any portion of the Collateral identified in such notice to be released and discharged, the security interests created by the Security Documents in such Collateral shall terminate forthwith and all right, title and interest of the Collateral Agent in and to such Collateral shall revert to each Grantor, as applicable, or its successors or assigns. (c) Upon the release of any Collateral in accordance with Section 8.16(a) or (b) (Termination and Release), the Collateral Agent will promptly (following receipt of DOE’s acknowledgement of the release of any Collateral in accordance with Section 6.15(b) (Termination and Release) of the Accounts Agreement), at each Grantor’s request and expense, execute and deliver to each Grantor, as applicable, such documents as it shall reasonably request to evidence such release and deliver the released Collateral, or cause it to be delivered, to such Grantor. (d) Upon the sale of all or any portion of the Collateral to any Person in a transaction permitted by the Financing Documents (including pursuant to any consent to such sale and/or release of the security interest in such Collateral pursuant to the terms thereof), and as long as no Event of Default has occurred and is continuing or no Notice of Default is then in effect, the security interests created by the Security Documents in such Collateral shall terminate and such Collateral shall be automatically released from the Lien created by the Security Documents; provided, that, the Secured Parties shall continue to have a security interest in the Proceeds of such sold Collateral, which Proceeds shall be treated in accordance with the terms of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this AgreementSecurity Documents. In connection with Upon any such salesale and release, transfer and receipt by the Collateral Agent of a certificate from such Grantor, as applicable, stating that such sale is permitted by (or disposition of Collateral, (ithe relevant consent has been received under) the Financing Documents, the Collateral Agent shall will promptly at such Grantor’s request and expense execute and deliver to the Pledgor, or to such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor such Grantor shall reasonably request to evidence the termination of such security interest and the release of the Liens and security interests created under such Agreement with respect to such Collateral. (e) Notwithstanding the foregoing, and (ii) if at any representationtime a payment of the Loan or any of the other Note Obligations is rescinded or must otherwise be returned upon the insolvency, warranty bankruptcy or covenant contained in reorganization of any Grantor or otherwise, the provisions of this Agreement relating to such Collateral and the security interest created hereby shall no longer be deemed continue to be made with respect to effective or be reinstated, as the case may be, all as though such used, sold, transferred or otherwise disposed Collateralpayment had not been made.

Termination and Release. (a) This Agreement and the security interests interest created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement hereunder shall terminate when all of the Obligations have been fully and indefeasibly paid and when the Banks Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding or unreimbursedoutstanding, at which time the Collateral Agent shall execute reassign and deliver to the each Pledgor, or to such person or persons as the each Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared against receipt, such of the Collateral owned by such Pledgor as shall have not been sold or otherwise applied by the Pledgor Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate instructions of reassignment and release. Any such reassignment shall be without recourse to or any warranty by the Collateral Agent and at the expense of such Pledgor's expense that . Notwithstanding anything herein to the Pledgor shall reasonably request to evidence contrary, if all the release obligations in respect of any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, if any, have been secured on a ratable basis by a pledge granted in connection with a refinancing or replacement of the Liens Credit Agreement, then this Agreement and the security interests pledge created by this hereunder shall terminate when all the obligations under the Credit Agreement with respect to have been fully and indefeasibly paid and when the CollateralSecured Parties have no further Commitments and no Letters of Credit are outstanding. (b) All Collateral used, sold, transferred or otherwise disposed of by the Pledgor of, in accordance with the terms of the Credit Agreement (including, without limitation, including pursuant to a waiver or amendment of the terms of the Credit Agreementthereof), shall be used, sold, transferred or otherwise disposed of free and clear of the Lien and the security interest created under this Agreementhereunder. In connection with any such sale, transfer or disposition of Collateralthe foregoing, (i) the Collateral Agent shall execute and deliver to each Pledgor with respect to the Collateral owned by such Pledgor, or to such person or persons as the such Pledgor shall reasonably designate, all Uniform Commercial Code termination statements against receipt, such Collateral sold, transferred or otherwise disposed together with appropriate instructions of reassignment and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence the release of the Liens and security interests created under such Agreement with respect to such Collateralrelease, and (ii) any representation, warranty or covenant contained in this Agreement herein relating to such the Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed CollateralCollateral and (iii) all schedules hereto shall be amended to delete the name of the Issuer. Any such reassignment shall be without recourse or to any warranty by the Collateral Agent and at the expense of such Pledgor. (c) Each Pledgor (other than GrafTech, Global, Finance and GrafTech International Holdings Inc.) shall be released from its obligations hereunder if a portion of the Capital Stock of such Pledgor shall be sold, transferred or otherwise disposed of, in accordance with the terms of the Credit Agreement, by Global or any other person that shall own such stock, to a person that is not an Affiliate of GrafTech, and such disposition will result in such Pledgor ceasing to be a Subsidiary after giving effect to such disposition.

Termination and Release. (a) This Agreement and At the security interests created in favor earlier of the Agent, for (i) date the ratable benefit Note Obligations shall have been paid in cash and otherwise performed in full and (ii) the date all of the BanksNotes are exchanged upon the closing of a Qualified Transaction in accordance with the terms of the Purchase Agreement, pursuant to this Agreement shall terminate when all (other than the provisions (x) of the Obligations have been fully first sentence of Section 10.6 hereof and indefeasibly paid (y) of Section 12.3 hereof) and when the Banks have no further Commitments under Collateral shall be released from the Credit Agreement liens created hereby (all without delivery of any .instrument or performance of any act by any party), and no Letters all rights to the Collateral shall revert to the Grantor. At the request and sole expense of Credit are outstanding or unreimbursedthe Grantor following any such termination, at which time the Collateral Agent shall deliver to the Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor, or to Grantor such person or persons documents as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Grantor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Collateral used, shall be sold, transferred or otherwise disposed of by the Pledgor Grantor in accordance with a manner permitted by the terms Collateral Documents, the Collateral Agent at the request and sole expense of the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of the Credit Agreement)Grantor, shall be used, sold, transferred or otherwise disposed of free execute and clear of the Lien and the security interest created under this Agreement. In connection with any such sale, transfer or disposition of Collateral, (i) the Agent shall deliver to the Pledgor, Grantor all releases or to such person or persons as the Pledgor shall other documents reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence requested for the release of the Liens liens created hereby on such Collateral. (c) This Agreement, the other Collateral Documents and the security interests created under granted herein shall remain in full force and effect and continue to be effective if at any time payment and performance of the Note Obligations, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by the Collateral Agent or any Noteholder, whether as a "voidable preference," "fraudulent conveyance" or otherwise, all as though such Agreement with respect to such Collateralpayment or performance had not been made. In the event that any payment, or any part thereof, is avoided, rescinded, reduced, restored or returned, the Note Obligations and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral the security interests granted herein shall no longer be reinstated and the Note Obligations shall be deemed to be made with respect to reduced only by such usedamount paid and not so avoided, soldrescinded, transferred reduced, restored or otherwise disposed Collateralreturned.

Termination and Release. (a) This Agreement and (i) At such time as the security interests created in favor of the Agent, for the ratable benefit of the Banks, pursuant to this Agreement shall terminate when all of the Secured Obligations have been paid in full (other than contingent indemnification obligations in which no claim has been made), or (ii) if, subsequent to May 4, 2021, but on or prior to December 31, 2022, an amount of at least $100,000,000 has been contributed to the Grantor as new equity or other fully and indefeasibly paid and when the Banks have no further Commitments subordinated capital that cannot be serviced with cash interest or amortized (in each case other than by way of distributions permitted under the Credit Bond Agreements), then, in each case, the Pledged Collateral shall be released from the Liens created hereby, and this Agreement and no Letters all obligations (other than those expressly stated to survive such termination) of Credit are outstanding the Collateral Trustee and the Grantor hereunder shall terminate, all without delivery of any instrument or unreimbursedany further action by any party, at which time and all rights to the Agent Pledged Collateral shall revert to the Grantor. At the request and sole expense of the Grantor following any such termination, the Collateral Trustee shall deliver to the Grantor any Pledged Collateral held by the Collateral Trustee hereunder, and execute and deliver to the Pledgor, or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar Grantor any documents prepared by the Pledgor at the Pledgor's expense that the Pledgor Grantor shall reasonably request to evidence the release of the Liens and the security interests created by this Agreement with respect to the Collateralsuch termination. (b) All If any of the Pledged Collateral used, is sold, transferred or otherwise disposed of by the Pledgor Grantor in accordance with a transaction permitted by the terms of Bond Agreements, or the Credit Agreement (including, without limitation, pursuant to a waiver or amendment of Bond Agreements otherwise authorize the terms of the Credit Agreement), shall be used, sold, transferred or otherwise disposed of free and clear release of the Lien created pursuant to this Agreement thereon, then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and the security interest created under this Agreement. In connection with any such saleCollateral Trustee, transfer or disposition at the request and sole expense of Collateralthe Grantor, (i) the Agent shall execute and deliver to the Pledgor, Grantor all releases and other documents reasonably necessary or to such person or persons as the Pledgor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Pledgor at the Pledgor's expense that the Pledgor shall reasonably request to evidence advisable for the release of the Liens and security interests created under hereby on such Agreement with respect to such Collateral, and (ii) any representation, warranty or covenant contained in this Agreement relating to such Collateral shall no longer be deemed to be made with respect to such used, sold, transferred or otherwise disposed Pledged Collateral.