Common use of Termination and Release Clause in Contracts

Termination and Release. When the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in full.

Termination and Release. When An Offered Securities Guarantee as to any Notes Guarantor shall terminate and be of no further force or effect and such Notes Guarantor shall be automatically released from all obligations under this Article VI upon: (i) the Obligations hereunder and under sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation, Delaware LLC Division, dividend, distribution or otherwise) of the Note shall have been paid Capital Stock (including any sale, disposition, exchange or other transfer following which the applicable Notes Guarantor is no longer a Restricted Subsidiary), of the applicable Notes Guarantor if such sale, disposition, exchange or other transfer is made in full a manner not in cash, and violation of this Indenture; (ii) the Note has been cancelled, designation of such Notes Guarantor as an Unrestricted Subsidiary or such Notes Guarantor becoming an Excluded Subsidiary; (iii) the Collateral Agent shall, upon receipt release or discharge of written confirmation from the Holder that guarantee by such Notes Guarantor of the Obligations hereunder and under Indebtedness or guarantee of the Note have been paid First Lien Credit Agreement or any other Indebtedness which resulted in full in cash and the Note has been cancelled, forthwith cause obligation to guarantee the Offered Securities; (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option with respect to the Offered Securities pursuant to this Indenture or the Issuers’ discharge of their obligations with respect to the Offered Securities pursuant to this Indenture; and (v) such Subsidiary ceasing to be assigned, transferred and delivered, against receipt but without a Subsidiary as a result of any recourse, warranty foreclosure of any pledge or representation whatsoever any remaining Collateral and money received security interest in favor of the First Priority Lien Obligations or other exercise of remedies in respect thereof. In connection with any termination or release pursuant to this Section 6.11, the Trustee shall execute and deliver to the Issuers all documents that the Issuers shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.11 shall be made without recourse to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing warranty by the Pledgor, Trustee. The Issuers agree to terminate pay all reasonable and release documented out-of-pocket expenses incurred by the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed Trustee in connection herewith, with the execution and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent delivery of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fulldocuments.

Termination and Release. When (a) Upon either (i) receipt by the Collateral Trustee from the Studios representing unanimous consent of written directions to cause the Liens created by subsection 4.7 and by the Security Documents to be released and discharged or (ii) receipt by the Collateral Trustee of a written request of the Grantor following the payment and satisfaction of the Secured Obligations hereunder to cause the Liens created by subsection 4.7 and under by the Note Security Documents to be released and discharged, the Liens created by subsection 4.7 and by the Security Documents shall have been paid terminate forthwith and all right, title and interest of the Collateral Trustee in full in cashand to the Collateral shall revert to the Grantor, their successors and assigns. (b) Upon the termination of the Liens and the Note has been cancelledrelease of the Collateral in accordance with subsection 6.11(a), the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash Trustee and the Note has been cancelledStudios will promptly, forthwith cause at the Grantor’s written request and expense, (i) execute and deliver to be assigned, transferred and delivered, against receipt but without any recourse, warranty the Grantor such documents as the Grantor shall reasonably request to evidence the termination of such Liens or representation whatsoever any remaining the release of the Collateral and money received in respect thereof, to (ii) deliver or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the PledgorGrantor all property of the Grantor then held by the Collateral Trustee or any agent thereof. (c) Upon the sale of all or any portion of the Collateral to any Person, all and as long as no Notice of Acceleration 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 Liens created by the Security Documents. Upon any such release, the Collateral Trustee will promptly at the cost Grantor’s request and expense execute and deliver such documents as the Grantor shall reasonably request to evidence the termination of such Liens and the release of such Collateral. (d) Upon (i) receipt by the Collateral Trustee of written notice from the Studios representing Majority Approval directing the Collateral Trustee to cause the Liens on a portion of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment identified in full of the Obligations hereunder such notice to be released and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending discharged and (ii) a certificate of an officer the Grantor confirming that the Collateral identified in such notice in clause (i) above does not constitute all or substantially all of the Pledgor certifying that Collateral, the Obligations Liens created by the Security Documents in such Collateral shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to such Collateral shall revert to the Grantor, its successors and assigns. (e) Notwithstanding anything to the contrary contained in any Security Document, the Liens granted under the Note have been paid in full (Security Documents shall not extend to any property of the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder Grantor (and to any the extent such Liens have attached such Liens are hereby automatically released) to the extent, and only for so long as, such property is subject to another Lien which restricts the granting of additional party designated in writing by the Holder, including the parties set forth Liens on Exhibit B hereto) by overnight courier. So such property and such property shall not constitute Collateral as long as such property is subject to such Lien; provided that (i) such Lien is a Permitted Lien, (ii) the Holder does not notify restriction on the granting of additional Liens extends only to the property subject to such Permitted Lien and the Proceeds thereof and (iii) effective upon the termination of such Lien, such property and any Proceeds thereof shall constitute Collateral (to the extent provided in the Security Documents without reference to this subsection 6.11(e)) and the Collateral Agent in writing that it disagrees with Trustee shall have, and from the Officer’s Payoff Certificate within seven Business Days later of the Holder’s receipt thereofdate hereof and the date such property was acquired shall be deemed to have had, a Lien in such property. (f) This Collateral Trust Agreement shall terminate when the Liens granted under the Security Documents have terminated and the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate has been released as conclusive evidence provided in subsection 6.11(a); provided that the Obligations hereunder provisions of subsections 4.3, 4.4, 4.5 and under the Note have been paid in full4.6 shall not be affected by any such termination.

Termination and Release. When the Obligations (1) A Notes Guarantor shall automatically be released from its obligations hereunder in accordance with Article IV hereof. (2) A Secured Notes Guarantee as to any Notes Guarantor shall terminate and under the Note be of no further force or effect and such Notes Guarantor shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause be deemed to be assignedreleased from all obligations under this Article II upon: (a) the sale, transferred and delivereddisposition, against receipt but without exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any recoursesale, warranty disposition or representation whatsoever other transfer following which the applicable Notes Guarantor is no longer a Wholly Owned Restricted Secured Notes Subsidiary) of the applicable Notes Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of the Indenture; (b) such Notes Guarantor becoming an Unrestricted Subsidiary or an Excluded Subsidiary; (c) the release or discharge of the guarantee by such Notes Guarantor of the First Lien Credit Facility or other indebtedness (including the Second Lien Credit Facility) or the guarantee of any remaining Collateral and money received other indebtedness which resulted in the obligation to guarantee the Secured Notes; (d) the Company’s exercise of its legal defeasance option or covenant defeasance option with respect to an applicable series of Secured Notes pursuant to the Indenture or the Company’s discharge of its obligations with respect to an applicable series of Secured Notes pursuant to the Indenture; and (e) as described under Article IX of the Indenture. (3) A Secured Notes Guarantee as to any Subsidiary of New Parent will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary of New Parent as a result of any foreclosure of any pledge or security interest securing the Credit Facilities or other exercise of remedies in respect thereof. In connection with any termination or release pursuant to this Section 2.8, the Trustee shall execute and deliver to the Company all documents that the Company shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 2.8 shall be made without recourse to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing warranty by the Pledgor, Trustee. The Company agrees to terminate pay all reasonable and release documented out-of-pocket expenses incurred by the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed Trustee in connection herewith, with the execution and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent delivery of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fulldocuments.

Termination and Release. When the Obligations hereunder (1) A Secured Notes Guarantee as to any Notes Guarantor shall terminate and under the Note be of no further force or effect and such Notes Guarantor shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause be deemed to be assignedreleased from all obligations under this Article II upon: (a) the sale, transferred and delivereddisposition, against receipt but without exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any recoursesale, warranty disposition or representation whatsoever other transfer following which the applicable Notes Guarantor is no longer a Wholly Owned Restricted Secured Notes Subsidiary) of the applicable Notes Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of the Indenture; (b) such Notes Guarantor becoming an Unrestricted Subsidiary or an Excluded Subsidiary; (c) the release or discharge of the guarantee by such Notes Guarantor of the First Lien Credit Facility or other indebtedness (including the Second Lien Credit Facility) or the guarantee of any remaining Collateral and money received other indebtedness which resulted in the obligation to guarantee the Secured Notes; (d) the Company’s exercise of its legal defeasance option or covenant defeasance option with respect to the Secured Notes pursuant to the Indenture or the Company’s discharge of its obligations with respect to the Secured Notes pursuant to the Indenture; and (e) as described under Article X of the Indenture. (2) A Secured Notes Guarantee as to any Subsidiary of New Parent will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary of New Parent as a result of any foreclosure of any pledge or security interest securing the Credit Facilities or other exercise of remedies in respect thereof. In connection with any termination or release pursuant to this Section 2.8, the Trustee shall execute and deliver to the Company all documents that the Company shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 2.8 shall be made without recourse to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing warranty by the Pledgor, Trustee. The Company agrees to terminate pay all reasonable and release documented out-of-pocket expenses incurred by the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed Trustee in connection herewith, with the execution and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent delivery of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fulldocuments.

Termination and Release. When (a) At such time as the Obligations hereunder and under the Note shall have been paid in full in cash, Loans and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the other Secured Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable), the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate Commitments have been terminated, the Pledged Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Lender and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Pledged Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Lender shall deliver to such Grantor any Pledged Collateral held by the Lender hereunder, and execute and deliver to such Grantor any documents that such Grantor shall reasonably request to evidence such termination. (b) If any of the Pledged Collateral is sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Loan Agreement, then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and the Lender, 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 Borrower shall provide to the Lender evidence of such transaction's compliance with the Loan Agreement and the other Loan Documents as the Lender shall reasonably request. At the request and sole expense of the Borrower, a Grantor shall be released from its obligations hereunder if all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreement; provided that the Borrower shall have delivered to the Collateral Agent by overnight courierLender, with a copy at least ten Business Days (or such shorter period reasonably acceptable to the Holder (Lender) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and to any additional party designated the terms of the sale or other disposition in writing by the Holderreasonable detail, including the parties set forth on Exhibit B hereto) price thereof and any expenses in connection therewith, together with a certification by overnight courier. So long as the Holder does not notify the Collateral Agent Borrower stating that such transaction is in writing that it disagrees compliance with the Officer’s Payoff Certificate within seven Business Days of Loan Agreement and the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullother Loan Documents.

Termination and Release. When (a) This Agreement shall continue in effect until (i) the Term Loan Credit Agreement has been terminated pursuant to its express terms and (ii) all of the Term Loan Obligations and have been indefeasibly paid and performed in full; provided, however, that no such termination shall be effective at any time when any Existing Notes Obligations remain outstanding unless and until (i) the Borrower shall have notified the Agent in writing whether at such time there is outstanding any debt of any Person that is secured by the Existing Notes Designated Collateral (which notification the Borrower hereby agrees to provide promptly upon the Agent’s request therefor) and (ii) if any such secured debt is outstanding at such time, the Agent shall have taken such actions, at the expense of the Borrower, as the Borrower may reasonably request to transfer all Collateral consisting of Existing Notes Designated Collateral and all related Liens thereon and security interests therein (without any representation or warranties (other than a representation and warranty as to no Liens on the Existing Notes Designated Collateral created by the Agent in its individual capacity)) to the Existing Notes Trustee or such other agent or Person as the Borrower may direct (provided further, however, that if such other secured debt is under the Revolving Facility Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the Revolving Facility Agent, notwithstanding anything in the foregoing to the contrary). (b) A Subsidiary Party shall automatically be released from its obligations hereunder and under the Note shall have been paid security interests created hereunder in full in cash, and the Note has been cancelled, the Collateral Agent shall, of such Subsidiary Party shall be automatically released upon receipt the consummation of written confirmation from any transaction permitted pursuant to the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause Term Loan Credit Agreement as a result of which such Subsidiary Party ceases to be assigneda Subsidiary. (c) Upon any sale, transferred and deliveredlease, against receipt but without transfer or other disposition by any recourse, warranty or representation whatsoever Grantor of any remaining Collateral and money received in respect thereof, that is permitted under Section 4.1(d) to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentenceany Person that is not another Grantor or, upon the payment in full effectiveness of any written consent to the release of the Obligationssecurity interest granted hereby in any Collateral pursuant to Section 10.02 of the Term Loan Credit Agreement, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in such Collateral shall be automatically released. (d) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral granted to the Collateral Agent hereunder and extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any financing Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements filed of such Subsidiary if its Equity Interests were so pledged, in connection herewiththe event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, and modified or interpreted by the SEC or any other relevant Governmental Authority to cause no longer require (or is replaced with another rule or regulation that would not require) the Pledged filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement. (e) In connection with any instrument of transfer previously delivered termination or release pursuant to paragraph (a), (b), (c) or (d) above, the Collateral Agent shall promptly execute and deliver to be delivered to the Pledgorany Grantor, at such Grantor’s expense, all at UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11.16 shall be without recourse to or representation or warranty by the cost and expense Agent or any Secured Party. Without limiting the provisions of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the NoteSection 11.13, the Pledgor may notify Borrower shall reimburse the Collateral Agent upon demand for all reasonable and documented costs and out of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holderpocket expenses, including the parties set forth on Exhibit B hereto) fees, charges and expenses of counsel, incurred by overnight courier. So long as the Holder does not notify the Collateral Agent it in writing that it disagrees connection with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullany action contemplated by this Section 11.16.

Termination and Release. When (a) During the Obligations hereunder Tail Period, the Managers will provide certain services as described in Section 1 of the Management Agreement, as requested by the Univision Corporations in accordance with the relevant provisions of the Management Agreement. (b) Notwithstanding anything to the contrary in the Management Agreement, each of the Univision Corporations and the Managers hereby agree that, effective as of the Effective Date, (i) the Management Agreement shall be terminated and have no further force or effect, provided that (A) Section 2(d) of the Management Agreement shall survive such termination, and shall also apply with respect to the Termination Payment and the Tail Period Periodic Fee and (B) Sections 4 through 15 of the Management Agreement shall survive such termination and (ii) each Manager’s receipt of its portion of the Termination Payment and the Tail Period Periodic Fee shall be in full satisfaction of such Manager’s rights under the Note Management Agreement and that following the payment of the Termination Payment and the Tail Period Periodic Fee, no other compensation, fees or amounts shall be payable by the Univision Corporations under or in connection with the Management Agreement (including in connection with, resulting from or arising out of the termination of the Management Agreement), other than that the Univision Corporations, jointly and severally, will pay all Reimbursable Expenses of the Managers for the duration of the Tail Period in accordance with Section 4 of the Management Agreement. (c) In consideration of the mutual agreements herein contained, each of the Univision Corporations and Managers agrees that, effective immediately, (i) the Univision Corporations will each be deemed for all purposes to have been paid fully, finally and forever, irrevocably and unconditionally, released, acquitted and forever discharged each Manager, their respective Affiliates and their respective owners, parents, partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents, assigns, attorneys and representatives from and against any and all civil actions, causes of action, claims, costs of suit, counterclaims, debts, demands, judgments, liabilities, obligations, actions for legal fees, rights, in full law or in cashequity, known or unknown, asserted or not, existing or not, of whatever kind or nature, in any jurisdiction, including in arbitration proceedings or any other forum, under the laws of any jurisdiction or under international law, which have arisen or may arise in the future in connection with or relating to the Management Agreement, and/or the services contemplated thereby or the engagement of each Manager pursuant thereto, and the Note has been cancelledperformance by each Manager of the services contemplated thereby and (ii) each Manager will be deemed for all purposes to have fully, finally and forever, irrevocably and unconditionally, released, acquitted and forever discharged each of the Collateral Agent shallUnivision Corporations, upon receipt their Affiliates and their respective owners, parents, partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents, assigns, attorneys and representatives from and against any and all civil actions, causes of written confirmation from action, claims, costs of suit, counterclaims, debts, demands, judgments, liabilities, obligations, actions for legal fees, rights, in law or in equity, known or unknown, asserted or not, existing or not, of whatever kind or nature, in any jurisdiction, including in arbitration proceedings or any other forum, under the Holder laws of any jurisdiction or under international law, which have arisen or may arise in the future in connection with or relating to the Management Agreement, and/or the services contemplated thereby or the engagement of each Manager pursuant thereto, and the performance by each Manager of the services contemplated thereby; provided, that the Obligations hereunder foregoing clauses (i) and (ii) shall not limit or restrict any rights of each Manager under this Termination Agreement (including in the Note have been paid case of the Univision Corporations the obligation to pay in full in cash the Termination Payment and the Note has been cancelled, forthwith cause to be assigned, transferred Tail Period Periodic Fee) and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order provisions of the Pledgor. Subject to Management Agreement that survive in accordance with the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full express terms of this Termination Agreement (including Section 4 of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”Management Agreement). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in full.

Termination and Release. When the Obligations (1) A Notes Guarantor shall automatically be released from its obligations hereunder in accordance with Article IV hereof. (2) A Secured Notes Guarantee as to any Notes Guarantor shall terminate and under the Note be of no further force or effect and such Notes Guarantor shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause be deemed to be assignedreleased from all obligations under this Article II upon: (a) the sale, transferred and delivereddisposition, against receipt but without exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any recoursesale, warranty disposition or representation whatsoever other transfer following which the applicable Notes Guarantor is no longer a Wholly Owned Restricted Secured Notes Subsidiary) of the applicable Notes Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of the Indenture; (b) such Notes Guarantor becoming an Unrestricted Subsidiary or an Excluded Subsidiary; (c) the release or discharge of the guarantee by such Notes Guarantor of the First Lien Credit Facility or other indebtedness (including the Second Lien Credit Facility) or the guarantee of any remaining Collateral and money received other indebtedness which resulted in the obligation to guarantee the Secured Notes; (d) the Company’s exercise of its legal defeasance option or covenant defeasance option with respect to the Secured Notes pursuant to the Indenture or the Company’s discharge of its obligations with respect to the Secured Notes pursuant to the Indenture; and (e) as described under Article IX of the Indenture. (3) A Secured Notes Guarantee as to any Subsidiary of New Parent will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary of New Parent as a result of any foreclosure of any pledge or security interest securing the Credit Facilities or other exercise of remedies in respect thereof. In connection with any termination or release pursuant to this Section 2.8, the Trustee shall execute and deliver to the Company all documents that the Company shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 2.8 shall be made without recourse to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing warranty by the Pledgor, Trustee. The Company agrees to terminate pay all reasonable and release documented out-of-pocket expenses incurred by the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed Trustee in connection herewith, with the execution and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent delivery of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fulldocuments.

Termination and Release. When (a) At such time as the Secured Obligations hereunder and under the Note shall have been paid in full (other than contingent indemnification obligations in cash, which no claim has been made or is reasonably forseeable) and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note Commitments have been paid in full in cash terminated, Lender will promptly release, reassign and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause transfer the Pledged Collateral to the Grantors, the Pledged Collateral shall be released from all Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Lender and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Pledged Collateral shall revert to the Grantors. At the sole expense of transfer previously any Grantor following any such termination, Lender shall deliver to such Grantor any Pledged Collateral held by Lender hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination (including, without limitation, UCC-3 termination statements or releases). (b) If any of the Pledged Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and Lender, at the request and sole expense of such Grantor, shall promptly 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 Borrower shall provide to Lender evidence of such transaction’s compliance with the Credit Agreement and the other Credit Documents as Lender shall reasonably request. At the request and sole expense of Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that Borrower shall have delivered to the Collateral Agent Lender, at least ten Business Days (or such shorter period reasonably acceptable to be delivered Lender) prior to the Pledgor, all at the cost and expense date of the Pledgor. If proposed release, a written request for release identifying the Holder does not notify relevant Grantor and the Collateral Agent terms of the cancellation of the Note within five Business Days of payment sale or other disposition in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holderreasonable detail, including the parties set forth on Exhibit B hereto) price thereof and any expenses in connection therewith, together with a certification by overnight courier. So long as the Holder does not notify the Collateral Agent Borrower stating that such transaction is in writing that it disagrees compliance with the Officer’s Payoff Certificate within seven Business Days of Credit Agreement and the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullother Credit Documents.

Termination and Release. When The parties hereto acknowledge and agree that upon the Obligations hereunder and under consummation of the exchange of the Existing Notes as contemplated pursuant to the Note shall have been paid in full in cashExchange Agreement, the 1.5 Lien Note Purchase Agreements and each of the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under Documents relating to the Note have been paid Purchase Agreements shall be automatically terminated and any and all other agreements, documents and instruments executed in full connection therewith, shall be automatically and irrevocably terminated in cash its entirety and the Note has been cancelledbe of no further force or effect, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take for the Existing Notes, without recourse, representation or warranty, hereby irrevocably releases and terminates all security interests and other Liens on the Collateral securing the Existing Notes created pursuant to the Collateral Documents relating to the Existing Notes. The Collateral Agent for the Existing Notes will promptly, (i) at the Company’s sole cost and expense, deliver or cause to be delivered any actionsCollateral in its possession or control, to the Company or to such other person or entity as requested the Company may otherwise direct and (ii) execute and deliver to the Company, its successors or assigns, at any time and from time to time, upon and after the date hereof, at such requestor’s sole cost and expense, such releases, notices of release, discharges, full reconveyances, termination statements and similar documents (and, if applicable, in recordable form) as such person may reasonably request in writing by in connection with, or to effectuate or evidence, the Pledgortermination of the Note Purchase Agreements and the release and termination of Liens and security interests granted in respect of the Existing Notes or the Note Guarantees relating to the Existing Notes. The Collateral Agent for the Existing Notes hereby authorizes the Company, its successors and assigns, and their respective agents or designees (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) to terminate file or record any of the foregoing releases, notices of release, discharges, termination statements and release similar documents pertaining to all Liens and security interests of the security interest Collateral Agent for the Existing Notes in the Collateral granted to securing the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullExisting Notes.

Termination and Release. When (a) At such time as the Loans and the other Secured Obligations hereunder and under the Note shall have been paid in full in cash, cash (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable) and the Note has Commitments have been cancelledterminated, the Collateral Agent shall, upon receipt of written confirmation shall be released from the Holder that the Obligations hereunder Liens created hereby, and under the Note have been paid in full in cash this Agreement and the Note has been cancelled, forthwith cause all obligations (other than those expressly stated to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order survive such termination) of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent and each Grantor hereunder shall promptly take terminate, all without delivery of any actionsinstrument or any further action by any party, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted all rights to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered shall revert to the Collateral Agent to be delivered to Grantors. At the Pledgor, all at the cost request and sole expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of any Grantor following any such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereoftermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be entitled sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Loan Agreement, then the Lien created pursuant to rely this Agreement in 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 reasonably necessary or advisable for the release of the Liens created hereby on the Officer’s Payoff Certificate as conclusive evidence such Collateral; provided that the Obligations Grantors shall provide to the Collateral Agent evidence of such transaction’s compliance with the Loan Agreement and the other Loan Documents as the Collateral Agent shall reasonably request. At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreement; provided that the Grantors shall have delivered to the Collateral Agent, at least ten (10) Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and under the Note have been paid terms of the sale or other disposition in fullreasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Grantors stating that such transaction is in compliance with the Loan Agreement and the other Loan Documents.

Termination and Release. When (a) This Security Agreement and the security interests created or granted hereby shall remain in full force and effect until the date after the Commitment Termination Date on which all of the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been are indefeasably paid in full in cash and the Note Surety Bond is returned for cancellation, at which time, following the receipt by the Collateral Agent of written notice from the Program Manager that such Obligations have been so paid and from the Surety Provider that such Surety Bond has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligationsreturned, the Lien security interest created or granted hereunder hereby shall automatically terminate and the Collateral Agent shall promptly take any actionsshall, at the sole expense of Recco, execute and deliver such documents and instruments (including without limitation UCC termination statements) necessary to evidence the termination of such security interest, as requested Recco may reasonably request. (i) Recco Request for Release. Recco intends from time to time to sell Purchased Contracts and other related Collateral (x) to entities which will then privately or publicly sell securities backed by such Purchased Contracts and Collateral or (y) in writing by whole loan bulk sales to Onyx Acceptance Corporation or ▇▇▇▇▇ or, with the Pledgorprior written consent of the Controlling Party, unaffiliated third parties, in each case, for a cash purchase price of not less than the aggregate Outstanding Balance of such Purchased Contracts plus accrued and unpaid interest thereon and other unpaid Finance Charges with respect thereto. Notwithstanding anything to terminate the contrary in Sections 6.4, 6.5, and release 6.16 of the security interest Credit Agreement, Recco shall be permitted to sell Purchased Contracts pursuant to the foregoing provisions only upon satisfaction of the following conditions precedent: (A) sales pursuant to clause (y) shall occur no more frequently than once each month; (B) each of the Seller and Recco shall be in compliance with all of its covenants in the Operative Documents, no Wind-Down Event or Unmatured Wind Down Event shall be continuing and no adverse selection procedures shall have been used by Recco or the Servicer in selecting Purchased Contracts for such sales; (C) the Program Manager and Surety Provider shall have received copies of all documents executed in connection with such sale; and (D) sufficient moneys are available in the Collection Account to satisfy all amounts due on such date after the application of the Prepayment Amount including specifically any termination payment due the counterparty of a Hedge Agreement. The proceeds of all sales (such proceeds, the "Prepayment Amount") by Recco pursuant to clauses (x) and (y) above shall be applied in accordance with Section 4(b) of this Agreement. Upon not less than 5 Business Days' prior written notice to the Collateral granted Agent, Recco may request that specified Purchased Contracts and other related Collateral be released in connection with such sales and the prepayment of the Lender Note as provided in Section 2.5(b) of the Credit Agreement. In connection with such request, Recco shall execute and deliver to the Collateral Agent hereunder and any financing statements filed a Lien Release Request Certificate in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously form attached hereto as Exhibit A. In selecting the Purchased Contracts enumerated in its Lien Release Request Certificate delivered to the Collateral Agent to be delivered pursuant hereto, Recco shall employ selection procedures which are not adverse to the Pledgor, all at the cost and expense interests of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereofLenders, the Collateral Agent or the Surety Provider. Recco shall be entitled deliver to rely on the Officer’s Payoff Program Manager and Surety Provider (i) monthly servicer reports for all Contracts serviced but not owned by Onyx aggregated by portfolio and owner and (ii) copies of all material amendments, waivers or modifications to any documents executed in connection with the sale of Purchased Contracts by Recco. (ii) Collateral Agent Release. Upon receipt of an amount in immediately available funds equal to the Prepayment Amount, the Collateral Agent shall, at the direction of the Controlling Party and at the sole expense of Recco, execute and deliver a Collateral Agent Lien Release Certificate in the form attached hereto as conclusive Exhibit B which shall evidence that the Obligations hereunder and under release of its security interest in the Note have been paid Purchased Contracts specified by Recco in fullaccordance with clause (i) of this Section 22(b).

Termination and Release. When (a) At such time as the Secured Obligations hereunder and under the Note shall have been paid in full (other than contingent indemnification obligations in cash, which no claim has been made or is reasonably forseeable) and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note Commitments have been paid in full in cash terminated, Lender will promptly release, reassign and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause transfer the Pledged Collateral to the Grantors, the Pledged Collateral shall be released from all Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Lender and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Pledged Collateral shall revert to the Grantors. At the sole expense of transfer previously any Grantor, except as required by law, following any such termination, Lender shall deliver to such Grantor any Pledged Collateral held by Lender hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination (including, without limitation, UCC-3 termination statements or releases). (b) If any of the Pledged Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and Lender, 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 Borrower shall provide to Lender evidence of such transaction’s compliance with the Credit Agreement and the other Credit Documents as Lender shall reasonably request. At the request and sole expense of Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that Borrower shall have delivered to the Collateral Agent Lender, at least ten Business Days (or such shorter period reasonably acceptable to be delivered Lender) prior to the Pledgor, all at the cost and expense date of the Pledgor. If proposed release, a written request for release identifying the Holder does not notify relevant Grantor and the Collateral Agent terms of the cancellation of the Note within five Business Days of payment sale or other disposition in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holderreasonable detail, including the parties set forth on Exhibit B hereto) price thereof and any expenses in connection therewith, together with a certification by overnight courier. So long as the Holder does not notify the Collateral Agent Borrower stating that such transaction is in writing that it disagrees compliance with the Officer’s Payoff Certificate within seven Business Days of Credit Agreement and the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullother Credit Documents.

Termination and Release. When (A) Lessee may release all or any portion or portions of the Obligations hereunder Leased Premises at any time this Lease is in effect and thereby be relieved of all obligations thereafter accruing under this Lease as to the Note portions surrendered; however, no partial release shall have been paid reduce or otherwise affect the amount of Rentals required to maintain this Lease during the Primary Term thereof. Nor shall any release of this Lease, in full whole or in cashpart, relieve the Lessee of any obligations to plug and abandon ▇▇▇▇▇, restore the Leased Premises, or any other obligations arising under Louisiana Commissioner of Conservation orders, decisions, or regulations pertaining to the remediation of well sites. (B) Within ninety (90) days after termination of this Lease as to any portion of the Leased Premises, either during or after the Primary Term hereof, Lessee shall execute and record an appropriate release evidencing such expiration or termination, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, also supply Lessor with a copy or copies thereof properly certified by the recorder or recorders of the parish or parishes in which the Leased Premises are located. In the event Lessee fails to timely comply therewith, Lessee shall be liable for reasonable attorney fees and court costs incurred in bringing suit for such cancellation, and for all damages resulting therefrom. It is agreed, however, that damages to be paid by Lessee to Lessor shall be One Hundred Dollars ($100.00) per day for each day of non-compliance after expiration of said ninety (90) day period, regardless of whether suit is filed for cancellation, and for such additional compensatory damages as Lessor may prove. ▇▇▇▇▇▇, hereby waives any further notice of default or otherwise and confesses judgment as regards the liquidated damages accruing as herein set forth. (C) Within ninety (90) days after termination of this Lease as to any portion of the Leased Premises, either during or after the Primary Term, Lessee shall submit to the Holder (Lessor, a listing of all unplugged ▇▇▇▇▇ and facilities owned, or placed and/or caused to any additional party designated in writing be placed by Lessee on the Holder, including acreage released and a written preliminary plan which sets forth the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees Lessee’s schedule for complying with the Officer’s Payoff Certificate within seven Business Days its Restoration Obligations of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullLeased Premises.

Termination and Release. When the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties party set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in full.

Termination and Release. When (a) This Agreement and the security interest created hereunder shall terminate when all Obligations hereunder have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Note shall have been paid in full in cashCredit Agreement and no Letters of Credit are outstanding, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and at which time the Collateral Agent shall promptly take any actionsexecute and deliver to each Grantor, or to such person or persons as requested in writing such Grantor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by such Grantor at its expense which such Grantor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 16(a) shall be without recourse to or warranty by the PledgorCollateral Agent. (b) Notwithstanding anything herein to the contrary, to terminate 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 with the obligations under a refinancing or replacement of the Credit Agreement, then this Agreement and release the security interest created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding. (c) Each Grantor (other than GrafTech, Global, Finance and GrafTech International Holdings Inc.) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released in the event that a portion of the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of GrafTech in a transaction permitted pursuant to Section 7.05 of the Credit Agreement that will result in such Grantor ceasing to be a Subsidiary after giving effect to such disposition. Any Collateral granted hereunder shall be released (automatically and without further action on the part of the Collateral Agent) upon the sale, transfer or other disposition of such Collateral to a transferee who is not a “Grantor” hereunder, to the Collateral Agent hereunder and any financing statements filed in connection herewithextent that such sale, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and or other disposition is permitted under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullCredit Agreement.

Termination and Release. When (a) At such time as all of the New Notes and the other Secured Obligations hereunder and under the Note shall have been paid and performed in full in cashfull, the Pledged Collateral shall be released from the Liens created hereby, and the Note has been cancelled, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted each Grantor hereunder shall automatically terminate and the Collateral Agent shall promptly take terminate, all without delivery of any actions, as requested in writing instrument or any further action by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewithparty, and all rights to cause the Pledged Collateral and any instrument of transfer previously delivered shall revert to the Collateral Agent to be delivered to Grantors. At the Pledgor, all at the cost request and sole expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of any Grantor following any such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereoftermination, the Collateral Agent shall deliver to such Grantor any Pledged Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Pledged Collateral shall be entitled sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the New Notes, this Agreement or any other Loan Documents, then the Lien created pursuant to rely this Agreement in such Pledged 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 reasonably necessary or advisable for the release of the Liens created hereby on the Officer’s Payoff Certificate as conclusive evidence such Pledged Collateral; provided that the Obligations Borrower shall provide to the Collateral Agent evidence of such transaction's compliance with the New Notes, this Agreement and the other Loan Documents as the Collateral Agent shall request. At the request and sole expense of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the New Notes; provided that the Borrower shall have delivered to the Collateral Agent, at least ten Business Days (or such shorter period acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and under the Note have been paid terms of the sale or other disposition in fullreasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the New Notes and the other Loan Documents.

Termination and Release. When (a) This Agreement and the security interest created hereunder shall terminate when all Obligations hereunder have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Note shall have been paid in full in cashCredit Agreement and no Letters of Credit are outstanding, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and at which time the Collateral Agent shall promptly take any actionsexecute and deliver to each Grantor, or to such person or persons as requested in writing such Grantor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by such Grantor at its expense which such Grantor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 16(a) shall be without recourse to or warranty by the PledgorCollateral Agent. (b) Notwithstanding anything herein to the contrary, to terminate 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 with the obligations under a refinancing or replacement of the Credit Agreement, then this Agreement and release the security interest created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding. (c) A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released in the event that a portion of the Capital Stock of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of GrafTech in a transaction permitted pursuant to Section 7.05 of the Credit Agreement that will result in such Subsidiary Grantor ceasing to be a Subsidiary after giving effect to such disposition. Any Collateral granted hereunder shall be released (automatically and without further action on the part of the Collateral Agent) upon the sale, transfer or other disposition of such Collateral to a transferee who is not a “Grantor” hereunder, to the Collateral Agent hereunder and any financing statements filed in connection herewithextent that such sale, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and or other disposition is permitted under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullCredit Agreement.

Termination and Release. When the Obligations hereunder and under Upon receipt by the Note shall have been paid Purchaser and the Owner Participant (as designee of the Lessor) of the Debt Payout Amount and the Equity Payout Amount, respectively, and in full consideration of payment of the Payout Amount by or on behalf of Lessee, the parties hereto agree to execute and deliver the following documents in cashthe following order: (a) Deed, ▇▇▇▇ of Sale and Assignment of Units, dated as of the date hereof, by the Owner Trustee; (b) Termination of Participation Agreement, dated as of the date hereof, by and among the Lessee, the Owner Trustee, the Owner Participant, the Indenture Trustee and the Note has been cancelledPurchaser; (c) Termination of Trust Indenture and Security Agreement, dated as of the date hereof, by and between the Owner Trustee and the Indenture Trustee; (d) Termination of Lease Agreement, dated as of the date hereof, by and between the Owner Trustee and the Lessee; (e) Termination of Ground Sublease, dated as of the date hereof, by and between the Lessee and the Owner Trustee; (f) Termination of Tax Indemnity Agreement, dated as of the date hereof, by and between the Owner Participant and the Lessee; (g) Termination of Security Agreement and Collateral Assignment of Facility Documents, dated as of the date hereof, by and between the Lessee and the Owner Trustee; (h) Termination of Leasehold Deed of Trust (Indenture), dated as of the date hereof, by the Owner Trustee and the Indenture Trustee; (i) Termination of Leasehold Deed of Trust (Construction), dated as of the date hereof, by the Owner Trustee and the Indenture Trustee; (j) Termination of Bayer Support Agreement, dated as of the date hereof, by and among Bayer, the Collateral Agent shallOwner Participant, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash Purchaser, the Lessee, El Dorado Chemical Company, the Indenture Trustee and the Note has been cancelledOwner Trustee; (k) Termination of Bayer Letter, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order dated as of the Pledgor. Subject to date hereof, by and among Bayer, the confirmation from Owner Participant, the Holder described in Note Purchaser, the immediately preceding sentenceLessee, upon El Dorado Chemical Company, the payment in full Indenture Trustee and the Owner Trustee; and (l) Termination of Amended and Restated Trust Agreement, dated as of the Obligationsdate hereof, by and between the Lien granted hereunder shall automatically terminate Owner Participant and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullOwner Trustee.

Termination and Release. When (a) This Subordinated Security Agreement and the Obligations hereunder and under the Note security interests created or granted hereby shall have been paid remain in full in cash, force and effect until the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid indefeasible payment in full in cash of the Subordinated Obligations and the Note has been cancelledSubordinated Note, forthwith cause to be assignedat which time, transferred and delivered, against following the receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on by the order Seller of the Pledgor. Subject to the confirmation (i) written notice from the Holder described in Program Manager that the immediately preceding sentenceSubordinated Obligations have been so paid, upon the and (ii) payment in full of the ObligationsSubordinated Note, the Lien security interest created or granted hereunder hereby shall automatically terminate and the Collateral Agent shall promptly take any actionsSeller shall, execute and deliver such documents and instruments (including without limitation UCC termination statements) necessary to evidence the termination of such security interest, as requested Recco may reasonably request. (i) Recco Request for Release. Recco intends from time to time to sell Purchased Contracts and other related Collateral (x) to entities which will then privately or publicly sell securities backed by such Purchased Contracts and Collateral or (y) in writing whole loan bulk sales to Onyx Acceptance Corporation, Onyx Acceptance Financial Corporation or with the prior written consent of the Controlling Party, unaffiliated third parties, in each case, for a cash purchase price of not less than the aggregate Outstanding Balance of such Purchased Contracts plus accrued and unpaid interest thereon and other unpaid Finance Charges with respect thereto. The proceeds of all sales by the PledgorRecco pursuant to clauses (x) and (y) above shall be applied first, to terminate prepay the Lender Notes in an amount such that no Borrowing Base Deficiency exists after giving effect to such sale and release the security interest in the Collateral granted such prepayment, second, to pay all amounts owing to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the NoteSurety Provider, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereofLenders, the Collateral Agent and the Program Manager, and third, to prepay the Subordinated Note. Upon not less than five (5) Business Days' prior written notice to the Seller, Recco may request that specified Purchased Contracts and other related Collateral be released in connection with such sales and prepayment. In connection with such request, Recco shall be entitled execute and deliver to rely on the Officer’s Payoff Seller a Lien Release Request Certificate in the form attached hereto as conclusive evidence that Exhibit A. In selecting the Obligations hereunder and under Purchased Contracts enumerated in its Lien Release Request Certificate delivered to the Note have been paid in fullSeller pursuant hereto, Recco shall employ selection procedures which are not adverse to the interests of the Seller.

Termination and Release. When 13.1 Subject to Clause 13.2, upon the Obligations earliest among (i) the full discharge or payment of the Secured Obligations, (ii) the expiration of the Initial Period and the final resolution of all Events of Default that occurred prior to such expiration, together with any related disputes, either by agreement among the Parties or by final non-appealable order of a court or arbitration tribunal with competent jurisdiction, and (iii) the termination of the ▇▇▇ pursuant to its terms and the final resolution of all Events of Default that occurred prior to such termination, together with any related disputes, either by agreement among the Parties or by final non-appealable order of a court or arbitration tribunal with competent jurisdiction, the Mortgaged Property shall be released from the security constituted by this Mortgage, the Mortgage and all obligations of the Mortgagor and the Company hereunder and under shall terminate, all without delivery of any instrument or any further action by any Party, all rights to the Note Mortgaged Property shall have been paid in full in cashrevert to the Mortgagor, and the Note has Mortgagee shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage and to evidence such termination. Such release shall not prejudice the rights of the Mortgagee under Clause 11. 13.2 If the Mortgagee considers in good faith that any amount received in payment or purported payment of the Secured Obligations is capable of being avoided or reduced by virtue of any insolvency or other similar laws: (a) the liability of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been cancelledirrevocably paid; and (b) the Mortgagee may keep any security held by it in respect of the Mortgagor’s liability under the Transaction Documents in order to protect the Mortgagee and the Secured Parties against any possible claim under insolvency law. If a claim is made against the Mortgagee or a Secured Party prior to the discharge of any such security, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release Mortgagee may keep the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying until that the Obligations under the Note have claim has finally been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fulldealt with.

Termination and Release. When (a) This Security Agreement and the security interests created or granted hereby shall remain in full force and effect until the date after the Commitment Termination Date on which all of the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been are indefeasably paid in full in cash and the Note Surety Bond is returned for cancellation, at which time, following the receipt by the Collateral Agent of written notice from the Group Agents that such Obligations have been so paid and from the Surety Provider that such Surety Bond has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligationsreturned, the Lien security interest created or granted hereunder hereby shall automatically terminate and the Collateral Agent shall promptly take any actionsshall, at the sole expense of Recco, execute and deliver such documents and instruments (including without limitation UCC termination statements) necessary to evidence the termination of such security interest, as requested Recco may reasonably request. (i) Recco Request for Release. Recco intends from time to time to sell Purchased Contracts and other related Collateral (x) to entities which will then privately or publicly sell securities backed by such Purchased Contracts and Collateral or (y) in writing by whole loan bulk sales to Onyx Acceptance Corporation or ▇▇▇▇▇ or, with the Pledgorprior written consent of the Controlling Party, unaffiliated third parties, in each case, for a cash purchase price of not less than the aggregate Outstanding Balance of such Purchased Contracts plus accrued and unpaid interest thereon and other unpaid Finance Charges with respect thereto. Notwithstanding anything to terminate the contrary in Sections 6.4, 6.5, and release 6.16 of the security interest Credit Agreement, Recco shall be permitted to sell Purchased Contracts pursuant to the foregoing provisions only upon satisfaction of the following conditions precedent: (A) sales pursuant to clause (y) shall occur no more frequently than once each month; (B) each of the Seller and Recco shall be in compliance with all of its covenants in the Operative Documents (including without limitation, maintenance of the Interest Rate Hedge Mechanism pursuant to Section 5.14 of the Credit Agreement), no Wind-Down Event or Unmatured Wind Down Event shall be continuing and no adverse selection procedures shall have been used by Recco or the Servicer in selecting Purchased Contracts for such sales; (C) the Group Agents and Surety Provider shall have received copies of all documents executed in connection with such sale; and (D) sufficient moneys are available in the Collection Account to satisfy all amounts due on such date after the application of the Prepayment Amount including specifically any termination payment due the counterparty of a Hedge Agreement. The proceeds of all sales (such proceeds, the "Prepayment Amount") by Recco pursuant to clauses (x) and (y) above shall be applied in accordance with Section 4(b) of this Agreement. Upon not less than 5 Business Days' prior written notice to the Collateral granted Agent, Recco may request that specified Purchased Contracts and other related Collateral be released in connection with such sales and the prepayment of the Lender Notes as provided in Section 2.5(b) of the Credit Agreement. In connection with such request, Recco shall execute and deliver to the Collateral Agent hereunder and any financing statements filed a Lien Release Request Certificate in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously form attached hereto as Exhibit A. In selecting the Purchased Contracts enumerated in its Lien Release Request Certificate delivered to the Collateral Agent to be delivered pursuant hereto, Recco shall employ selection procedures which are not adverse to the Pledgor, all at the cost and expense interests of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereofLenders, the Collateral Agent or the Surety Provider. Recco shall be entitled deliver to rely on the Officer’s Payoff Group Agents and the Surety Provider (i) monthly servicer reports for all Contracts serviced but not owned by Onyx aggregated by portfolio and owner and (ii) copies of all material amendments, waivers or modifications to any documents executed in connection with the sale of Purchased Contracts by Recco. (ii) Collateral Agent Release. Upon receipt of an amount in immediately available funds equal to the Prepayment Amount, the Collateral Agent shall, at the direction of the Controlling Party and at the sole expense of Recco, execute and deliver a Collateral Agent Lien Release Certificate in the form attached hereto as conclusive Exhibit B which shall evidence that the Obligations hereunder and under release of its security interest in the Note have been paid Purchased Contracts specified by Recco in fullaccordance with clause (i) of this Section 22(b).

Termination and Release. When (a) This Agreement and the security interest created hereunder shall terminate when all Obligations hereunder have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Note shall have been paid in full in cashCredit Agreement and no Letters of Credit are outstanding, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and at which time the Collateral Agent shall promptly take any actionsexecute and deliver to each Grantor, or to such person or persons as requested in writing such Grantor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by such Grantor at its expense which such Grantor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 16(a) shall be without recourse to or warranty by the PledgorCollateral Agent. (b) Notwithstanding anything herein to the contrary, to terminate 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 with the obligations under a refinancing or replacement of the Credit Agreement, then this Agreement and release the security interest created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding. (c) Each Grantor (other than GrafTech, Finance and GrafTech International Holdings Inc.) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released in the event that a portion of the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of GrafTech in a transaction permitted pursuant to Section 6.05 of the Credit Agreement that will result in such Grantor ceasing to be a Subsidiary after giving effect to such disposition. Any Collateral granted hereunder shall be released (automatically and without further action on the part of the Collateral Agent) upon the sale, transfer or other disposition of such Collateral to a transferee who is not a “Grantor” hereunder, to the Collateral Agent hereunder and any financing statements filed in connection herewithextent that such sale, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and or other disposition is permitted under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullCredit Agreement.

Termination and Release. When (a) At such time as the Loans and the other Secured Obligations hereunder and under the Note shall have been paid in full (other than contingent indemnification obligations in cashwhich no claim has been made or is reasonably foreseeable), the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Note has been cancelledCollateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause shall deliver to be assigned, transferred and delivered, against receipt but without such Grantor any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing held by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any financing statements filed of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in connection herewitha transaction permitted by the Loan Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to cause such Grantor all releases and other documents reasonably necessary or advisable for the Pledged release of the Liens created hereby on such Collateral; provided that the Grantors shall provide to the Collateral Agent evidence of such transaction’s compliance with the Loan Agreement and any instrument the other Loan Documents as the Collateral Agent shall reasonably request. At the request and sole expense of transfer previously the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreement; provided that the Grantors shall have delivered to the Collateral Agent to be delivered to the PledgorAgent, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within least five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of (or such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered shorter period reasonably acceptable to the Collateral Agent by overnight courier, with a copy Agent) prior to the Holder (date of the proposed release, a written request for release identifying the relevant Grantor and to any additional party designated the terms of the sale or other disposition in writing by the Holderreasonable detail, including the parties set forth on Exhibit B hereto) price thereof and any expenses in connection therewith, together with a certification by overnight courier. So long as the Holder does not notify the Collateral Agent Grantors stating that such transaction is in writing that it disagrees compliance with the Officer’s Payoff Certificate within seven Business Days of Loan Agreement and the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullother Loan Documents.

Termination and Release. When (a) At such time as the Loans and the other Secured Obligations hereunder and under the Note shall have been paid in full (other than contingent indemnification obligations in cashwhich no claim has been made or is reasonably foreseeable), the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Note has been cancelledCollateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause shall deliver to be assigned, transferred and delivered, against receipt but without such Grantor any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing held by the Pledgor, to terminate and release the security interest in the Collateral granted to the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any financing statements filed of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in connection herewitha transaction permitted by the Indenture, then the Lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to cause such Grantor all releases and other documents reasonably necessary or advisable for the Pledged release of the Liens created hereby on such Collateral; provided that the Grantors shall provide to the Collateral Agent evidence of such transaction’s compliance with the Indenture and any instrument the other Note Documents as the Collateral Agent shall reasonably request. At the request and sole expense of transfer previously the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Indenture; provided that the Grantors shall have delivered to the Collateral Agent to be delivered to the PledgorAgent, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within least five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of (or such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered shorter period reasonably acceptable to the Collateral Agent by overnight courier, with a copy Agent) prior to the Holder (date of the proposed release, a written request for release identifying the relevant Grantor and to any additional party designated the terms of the sale or other disposition in writing by the Holderreasonable detail, including the parties set forth on Exhibit B hereto) price thereof and any expenses in connection therewith, together with a certification by overnight courier. So long as the Holder does not notify the Collateral Agent Grantors stating that such transaction is in writing that it disagrees compliance with the Officer’s Payoff Certificate within seven Business Days of Indenture and the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the other Note have been paid in fullDocuments.

Termination and Release. When This Agreement and the Obligations hereunder Security Interest shall terminate when all the monetary Obligations, other than any contingent indemnity obligations, have been indefeasibly paid in full, the Commitments have expired or been terminated, the LC Exposure has been reduced to zero and the Issuing Banks have no further commitment to issue Letters of Credit under the Note shall have been paid in full in cashCredit Agreement, and the Note has been cancelled, at which time the Collateral Agent shallshall execute and deliver to the Grantors, upon receipt at the Grantors' expense, all Uniform Commercial Code termination statements and similar documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of written confirmation termination statements or documents pursuant to this Section 6.15 shall be without recourse to or warranty by the Collateral Agent. A Subsidiary Grantor shall automatically be released from the Holder that the Obligations its obligations hereunder and under the Note have been paid Security Interest in full the Collateral of such Subsidiary Grantor shall be automatically released in cash the event that all the Equity Interests of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement and the Note has been cancelledother Loan Documents; provided that, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on if required by the order terms of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the ObligationsCredit Agreement, the Lien granted hereunder Required Lenders or all the Lenders, as the case may be, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise. The Security Interest shall automatically terminate with respect to Collateral sold, transferred or disposed of in accordance with this Agreement and the Credit Agreement, and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate execute and release the security interest in the Collateral granted deliver to the Collateral Agent hereunder Grantors, at the Grantors' expense, all Uniform Commercial Code partial termination statements and any financing similar documents which the Grantors shall reasonably request to evidence such termination. Such termination statements filed in connection herewithshall, upon the reasonable prior request of the Grantors, be delivered prior to, and to cause the Pledged Collateral and any instrument of held in escrow pending, such sale, transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullor disposition.

Termination and Release. When (a) At such time as the Loans and the other Secured Obligations hereunder and under the Note shall have been paid in full in cashcash (other than contingent indemnification obligations in which no claim has been made or is reasonably foreseeable) and the Commitments have been terminated, and all Letters of Credit have been terminated or cash collateralized in accordance with the Note has been cancelledprovisions of the Revolver Agreement, the Collateral Agent shall, upon receipt of written confirmation shall be released from the Holder that the Obligations hereunder Liens created hereby, and under the Note have been paid in full in cash this Agreement and the Note has been cancelled, forthwith cause all obligations (other than those expressly stated to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order survive such termination) of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent and each Grantor hereunder shall promptly take terminate, all without delivery of any actionsinstrument or any further action by any party, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral granted all rights to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously delivered shall revert to the Collateral Agent to be delivered to Grantors. At the Pledgor, all at the cost request and sole expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of any Grantor following any such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereoftermination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be entitled sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Loan Agreements, then the Lien created pursuant to rely this Agreement in 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 reasonably necessary or advisable for the release of the Liens created hereby on the Officer’s Payoff Certificate as conclusive evidence such Collateral; provided that the Obligations Grantors shall provide to the Collateral Agent evidence of such transaction’s compliance with the Loan Agreements and the Other Documents as the Collateral Agent shall reasonably request. At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor are sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreements; provided that the Grantors shall have delivered to the Collateral Agent, at least ten (10) Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and under the Note have been paid terms of the sale or other disposition in fullreasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Grantors stating that such transaction is in compliance with the Loan Agreements and the Other Documents.

Termination and Release. When This Agreement (including the Obligations hereunder and under the Note shall have been paid in full in cash, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgor, to terminate and release the security interest in the Collateral license granted to the Collateral Agent hereunder and pursuant to Section 6.03 hereof, PROVIDED that any financing statements filed in connection herewithlicense, and to cause the Pledged Collateral and any instrument of transfer previously delivered to sub-license or other transaction entered into by the Collateral Agent in accordance with Section 6.03 prior thereto shall be binding upon the Grantors notwithstanding the termination of this Agreement pursuant to be delivered to this Section 7.14) and the Pledgor, Security Interest shall terminate when all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been indefeasibly paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered other than wholly contingent Obligations in respect of indemnification and expense reimbursement obligations hereunder or under any other Loan Document to the Collateral Agent by overnight courierextent such Obligations are not due and payable), with a copy the Lenders have no further commitment to lend, the Holder (Standby LC Exposure has been reduced to zero, the Trade LC Exposure has been reduced to zero and the Issuing Bank has no further commitment to any additional party designated in writing by issue Letters of Credit under the HolderCredit Agreement, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors' expense, all Uniform Commercial Code termination statements, release of security interests for filing in the United States Patent and Trademark Office and Copyright Office and similar documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.14 shall be entitled without recourse to rely on or warranty by the Officer’s Payoff Certificate as conclusive evidence Collateral Agent. A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Grantor shall be automatically released in the event that all the capital stock of such Subsidiary Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement; PROVIDED that the Obligations hereunder Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and under the Note have been paid in fullterms of such consent did not provide otherwise.

Termination and Release. When (%3) This Agreement and the security interest created hereunder shall terminate when all Obligations hereunder have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Note shall have been paid in full in cashCredit Agreement and no Letters of Credit are outstanding, and the Note has been cancelled, the Collateral Agent shall, upon receipt of written confirmation from the Holder that the Obligations hereunder and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and at which time the Collateral Agent shall promptly take any actionsexecute and deliver to each Grantor, or to such person or persons as requested in writing such Grantor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by such Grantor at its expense which such Grantor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 16(a) shall be without recourse to or warranty by the PledgorCollateral Agent. (a) Notwithstanding anything herein to the contrary, to terminate 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 with the obligations under a refinancing or replacement of the Credit Agreement, then this Agreement and release the security interest created hereunder shall terminate when all the obligations under the Credit Agreement have been fully and indefeasibly paid and when the Secured Parties have no further Commitments under the Credit Agreement and no Letters of Credit are outstanding. (b) Each Grantor (other than GrafTech, Finance and GrafTech International Holdings Inc.) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released in the event that a portion of the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of GrafTech in a transaction permitted pursuant to Section 6.05 of the Credit Agreement that will result in such Grantor ceasing to be a Subsidiary after giving effect to such disposition. Any Collateral granted hereunder shall be released (automatically and without further action on the part of the Collateral Agent) upon the sale, transfer or other disposition of such Collateral to a transferee who is not a “Grantor” hereunder, to the Collateral Agent hereunder and any financing statements filed in connection herewithextent that such sale, and to cause the Pledged Collateral and any instrument of transfer previously delivered to the Collateral Agent to be delivered to the Pledgor, all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and or other disposition is permitted under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holder, including the parties set forth on Exhibit B hereto) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullCredit Agreement.

Termination and Release. When (a) At such time as the Loans and the other Secured Obligations hereunder and under the Note shall have been paid in full (other than contingent indemnification obligations in cashwhich no claim has been made or is reasonably forseeable) and the Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or any further action by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Loan Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be released, and the Note has been cancelledAdministrative Agent, at the Collateral Agent shallrequest and sole expense of such Grantor, upon receipt shall execute and deliver to such Grantor all releases and other documents reasonably necessary or advisable for the release of written confirmation from the Holder Liens created hereby on such Collateral; provided, that the Obligations hereunder and under Borrower shall provide to the Note have been paid in full in cash Administrative Agent evidence of such transaction's compliance with the Loan Agreement and the Note has been cancelledother Credit Documents as the Administrative Agent shall reasonably request. At the request and sole expense of the Borrower, forthwith cause to a Grantor shall be assignedreleased from its obligations hereunder in the event that all the Capital Stock of such Grantor are sold, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received otherwise disposed of in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing a transaction permitted by the PledgorLoan Agreement; provided, to terminate and release that the security interest in the Collateral granted to the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause the Pledged Collateral and any instrument of transfer previously Borrower shall have delivered to the Collateral Agent to be delivered Administrative Agent, at least ten (10) Business Days (or such shorter period reasonably acceptable to the Pledgor, all at Administrative Agent) prior to the cost and expense date of the Pledgor. If proposed release, a written request for release identifying the Holder does not notify relevant Grantor and the Collateral Agent terms of the cancellation of the Note within five Business Days of payment sale or other disposition in full of the Obligations hereunder and under the Note, the Pledgor may notify the Collateral Agent of such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note have been paid in full (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered to the Collateral Agent by overnight courier, with a copy to the Holder (and to any additional party designated in writing by the Holderreasonable detail, including the parties set forth on Exhibit B hereto) price thereof and any expenses in connection therewith, together with a certification by overnight courier. So long as the Holder does not notify the Collateral Agent Borrower stating that such transaction is in writing that it disagrees compliance with the Officer’s Payoff Certificate within seven Business Days of Loan Agreement and the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullother Credit Documents.

Termination and Release. When The security interests granted by each Borrower under this Article 8 and any accommodation security interest granted by a Sponsor in connection with the Qualifying Picture owned by such Borrower shall terminate upon the Borrower’s written election which is delivered to both Agents at any time after all of its Obligations hereunder have been indefeasibly fully paid and performed. The security interests granted by Parent under this Article 8 shall terminate when all Obligations of each of the Note Borrowers have been indefeasibly fully paid and performed and the Commitments shall have terminated and all Letters of Credit shall have expired or been paid in full in cash, terminated or canceled. Upon request by the Credit Parties (and at the Note has been cancelledsole expense of the Credit Parties) after any such termination, the Collateral Administrative Agent shallwill take all reasonable action and do all things reasonably necessary, upon receipt of written confirmation from the Holder that the Obligations hereunder including, without limitation, executing UCC termination statements, Pledgeholder Agreement terminations, termination letters to account debtors and under the Note have been paid in full in cash and the Note has been cancelled, forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever any remaining Collateral and money received in respect thereof, to or on the order of the Pledgor. Subject to the confirmation from the Holder described in the immediately preceding sentence, upon the payment in full of the Obligations, the Lien granted hereunder shall automatically terminate and the Collateral Agent shall promptly take any actions, as requested in writing by the Pledgorcopyright releases, to terminate and release the security interest in the Collateral granted to it (for the Collateral Agent hereunder and any financing statements filed in connection herewith, and to cause benefit of the Pledged Collateral and any instrument of transfer previously delivered Secured Parties) hereunder. Notwithstanding anything to the Collateral Agent to contrary set forth herein, the Administrative Agent’s security interest in an Excess Picture shall not be delivered to the Pledgor, released until (i) all at the cost and expense of the Pledgor. If the Holder does not notify the Collateral Agent of the cancellation of the Note within five Business Days of payment in full of the Obligations hereunder and under relating to the Note, Gap Picture financed using the Pledgor may notify the Collateral Agent of Borrowing Base credit attributable to such payment in full by sending a certificate of an officer of the Pledgor certifying that the Obligations under the Note Excess Picture have been indefeasibly fully paid in full and performed and (the “Officer’s Payoff Certificate”). The Officer’s Payoff Certificate shall be delivered ii) to the Collateral Agent by overnight courierextent the Borrowing Base credit attributable to an Excess Picture was used to satisfy the minimum equity/excess Borrowing Base tests set forth in either Section 4.2(p) or Section 5.23, with until such time as those tests can be satisfied without the Borrowing Base credit from such Excess Picture. For the avoidance of doubt, if a copy Borrower elects to terminate the Administrative Agent’s security interest in a Qualifying Picture pursuant to the Holder (terms hereof, such Qualifying Picture can no longer be an Excess Picture and the Eligible Receivables related to such Qualifying Picture cannot be used in any additional party designated in writing by Borrowing Base calculation or to satisfy the Holder, including the parties minimum equity/excess Borrowing Base tests set forth on Exhibit B heretoin Section 4.2(p) by overnight courier. So long as the Holder does not notify the Collateral Agent in writing that it disagrees with the Officer’s Payoff Certificate within seven Business Days of the Holder’s receipt thereof, the Collateral Agent shall be entitled to rely on the Officer’s Payoff Certificate as conclusive evidence that the Obligations hereunder and under the Note have been paid in fullor Section 5.23.