Common use of Continuing Security Interest; Assignments Under the Indenture; Release Clause in Contracts

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligations. (b) A Pledgor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor shall be automatically released as it relates to the Secured Obligations in accordance with Section 11.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture Indenture, a Pledgor Guarantor may be free from any Secured Obligations. (b) A Pledgor Grantor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor such Grantor shall be automatically released as it relates to the Secured Obligations upon ceasing to be a Guarantor in accordance with Section 11.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of permitted under the Indenture to (a) a Person other than an Affiliate of such Pledgor Grantor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge AgreementLien and Security Interest created hereby. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor or authorize the filing of, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent and subject to the provisions of Section 11.04 of the Indenture and Indenture, the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor Grantors stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Second Lien Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligationsfull. (b) A Subject to the terms of the Intercreditor Agreement, a Pledgor shall automatically be released from its obligations hereunder and Security Interest in the Collateral of a such Pledgor shall be automatically released (x) as it relates to the Secured Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture, as a result of which such Pledgor ceases to be a Guarantor and (y) as it relates to the Second Lien Obligations in accordance with Section 11.04 under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Pledgor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms of the IndentureIntercreditor Agreement, the Security Interest granted hereby in any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to the extent) provided for in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement then in effect, (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement then in effect and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens and Security Interest of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (athe foregoing Section 14(a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 14 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorseesindorsees, transferees and assigns permitted under the Indenture until the date Liens hereunder on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) the Collateral shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time be released pursuant to time during the term Section 11.04 of the Indenture a Pledgor may be free from any Secured ObligationsIndenture. (b) A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Collateral of a such Subsidiary Pledgor shall be automatically released as it relates upon such Subsidiary Pledgor ceasing to the Secured Obligations be a Guarantor in accordance with Section 12.06 of the Indenture. (c) The Collateral shall be automatically released from the Liens of this Agreement (i) to the extent provided for in Section 11.04 of the Indenture and (ii) if applicable, upon the effectiveness of any written consent to the release of the security interest granted in such Collateral pursuant to Section 11.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofPledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 14 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under until all the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) under the Notes Documents and each Additional First Lien Agreement shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligationsfull. (b) A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Collateral of a such Subsidiary Pledgor shall be automatically released as it relates upon such Subsidiary Pledgor ceasing to the Secured Obligations be a Guarantor in accordance with Section 11.04 11.06 of the Indenture. (c) The Collateral shall be automatically released from the Liens of this Agreement (i) with respect to the Lien securing the Obligations with respect to the Notes in whole or in part, as provided in Section 10.04 of the Indenture and (ii) with respect to the Liens securing the Additional First Lien Obligations of any series, in whole or in part, as provided in the Additional First Lien Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the applicable Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 14 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under until all the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) under the Notes Documents and each Additional Second Lien Agreement shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligationsfull. (b) A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Collateral of a such Subsidiary Pledgor shall be automatically released as it relates upon such Subsidiary Pledgor ceasing to the Secured Obligations be a Guarantor in accordance with Section 11.04 11.06 of the Indenture. (c) The Collateral shall be automatically released from the Liens of this Agreement (i) with respect to the Lien securing the Obligations with respect to the Notes in whole or in part, as provided in Section 10.04 of the Indenture and (ii) with respect to the Liens securing the Additional Second Lien Obligations of any series, in whole or in part, as provided in the Additional Second Lien Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the applicable Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenture. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 14 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Second Lien Secured Parties and their respective successors, endorseesindorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Second Lien Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) and the obligations of each Grantor under this Agreement shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligationsfull. (b) A Pledgor Subject to the terms of the Intercreditor Agreement, a Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of a Pledgor such Subsidiary Grantor shall be automatically released (x) as it relates to the Secured Guarantor Obligations, upon the consummation of any transaction permitted under the Indenture as a result of which such Subsidiary Grantor ceases to be a Subsidiary Guarantor and (y) as it relates to the Second Lien Obligations in accordance with Section 11.04 under any Additional Second Lien Agreement, upon the consummation of any transaction permitted under such Additional Second Lien Agreement, as a result of which such Subsidiary Guarantor ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to the terms of the IndentureIntercreditor Agreement, the Security Interest granted hereby in any Collateral shall automatically be released (i) if (and to the extent) provided in (A) Section 11.06 of the Indenture and (B) any applicable provision of any Additional Second Lien Agreement, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 11.06 of the Indenture and any applicable provision of any Additional Second Lien Agreement and (iii) as otherwise may be provided in the Intercreditor Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Lien and Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenturecreated hereby. (d) In connection with any termination or release pursuant to paragraph (aSection 6.5(a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Security Agreement and the other Security Documents shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorseesindorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligationsfull. (b) A Pledgor Subject to the terms of the Intercreditor Agreement, a Subsidiary Grantor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor shall be automatically released (x) as it relates to the Secured Obligations securing the Notes if it ceases to be a Guarantor in accordance with Section 11.04 10.04 of the IndentureIndenture and (y) as it relates to the Obligations securing any Additional Second Lien Obligations, if it ceases to be a guarantor under such Additional Second Lien Agreement pursuant to the applicable provision(s) of such Additional Second Lien Agreement. (c) Subject to any applicable terms of the Intercreditor Agreement, (i) the Liens securing the Obligations with respect to the Notes will be released, in whole or in part, as provided in Section 10.04 of the Indenture and (ii) the Liens securing Additional Second Lien Obligations of any series will be released, in whole or in part, as provided in Additional Second Lien Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, Mortgaged Property shall result in such Collateral or Mortgaged Property being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The applicable Lien and Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenturecreated hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture Indenture, a Pledgor Guarantor may be free from any Secured Obligations. (b) A Pledgor Grantor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor such Grantor shall be automatically released as it relates to the Secured Obligations upon ceasing to be a Guarantor in accordance with Section 11.04 17.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of permitted under the Indenture to (a) a Person other than an Affiliate of such Pledgor Grantor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge AgreementLien and Security Interest created hereby. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 17.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 10.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor Grantor or authorize the filing of, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or releaserelease subject to, if reasonably requested by the Collateral Agent and subject to the provisions of Section 11.04 17.04 of the Indenture and Indenture, the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor Grantors stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorseesindorsees, transferees and assigns permitted under the Indenture until the date Liens hereunder on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) the Collateral shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time be released pursuant to time during the term Section 11.04 of the Indenture a Pledgor may be free from any Secured ObligationsIndenture. (b) A Pledgor Subsidiary Grantor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor such Grantor shall be automatically released as it relates from its obligations hereunder upon such Grantor ceasing to the Secured Obligations be a Guarantor in accordance with Section 11.04 12.06 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 9.02 11.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Security Agreement and the other Security Documents shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorseesindorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligationsfull. (b) A Pledgor Subject to the terms of the Intercreditor Agreement, a Subsidiary Grantor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor shall be automatically released (x) as it relates to the Secured Obligations securing the Notes if it ceases to be a Guarantor in accordance with Section 11.04 10.04 of the IndentureIndenture and (y) as it relates to the Obligations securing any Additional First Lien Obligations, if it ceases to be a guarantor under such Additional First Lien Agreement pursuant to the applicable provision(s) of such Additional First Lien Agreement. (c) Subject to any applicable terms of the Intercreditor Agreement, (i) the Liens securing the Obligations with respect to the Notes will be released, in whole or in part, as provided in Section 10.04 of the Indenture and (ii) the Liens securing Additional First Lien Obligations of any series will be released, in whole or in part, as provided in Additional First Lien Agreement governing such obligations. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, Mortgaged Property shall result in such Collateral or Mortgaged Property being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The applicable Lien and Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 of the Indenturecreated hereby. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing ofGrantor, at such PledgorGrantor’s expense, all documents that such Pledgor Grantor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 6.5 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor may be free from any Secured Obligations. (b) A Pledgor shall automatically be released from its obligations hereunder and the Collateral of a Pledgor shall be automatically released as it relates to the Secured Obligations in accordance with Section 11.04 17.04 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 17.04 of the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall automatically be released as it relates to the Secured Obligations (i) to the extent provided in Section 11.04 17.04 of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in such Collateral pursuant to Section 9.02 10.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, subject to the provisions of Section 11.04 17.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants and conditions of the Indenture. Any execution and delivery of documents pursuant to this Section 13 shall be without recourse to or representation or warranty by the Collateral Agent.

Continuing Security Interest; Assignments Under the Indenture; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, endorsees, transferees and assigns permitted under the Indenture until the date on which all Secured Obligations (other than than, in each case, any contingent indemnity obligations for which no claim or demand for payment has been made or is not then due) shall have been satisfied by payment in full (such date, the “Termination Date”), notwithstanding that from time to time during the term of the Indenture a Pledgor the Guarantors may be free from any Secured Obligations. (b) A Any Pledgor shall automatically be released from its obligations hereunder and the Collateral of a such Pledgor shall be automatically released as it relates to the Secured Obligations upon such Pledgor ceasing to be a Guarantor in accordance with Article Eight and Section 11.04 12.08 of the Indenture. Any such release in connection with any sale, transfer or other disposition of such Collateral in accordance with Section 11.04 of permitted under the Indenture to (a) a Person other than an Affiliate of such Pledgor or (b) that is not a Spectrum Joint Venture shall, subject to the provisions of the Intercreditor Agreements then in effect, Guarantor shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Pledge Agreement. (c) The Security Interest granted hereby in any Collateral shall be automatically be released from the Liens of this Pledge Agreement as it relates to the Secured Obligations (i) to the extent provided for in Section 11.04 Article Fourteen of the Indenture and (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in such Collateral pursuant to Section 9.02 Article Nine of the Indenture. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request in writing to evidence such termination or release, release subject to the provisions of Section 11.04 of the Indenture and the Collateral Agent’s receipt of an Officer’s Certificate of a certification by the Issuer and the applicable Pledgor stating that such transaction is authorized or permitted by and in compliance with the covenants Indenture and the other Notes Documents and all conditions of precedent to such transaction have been satisfied (upon which the IndentureCollateral Agent may conclusively rely). Any execution and delivery of documents pursuant to this Section 13 shall be without recourse to or representation or warranty by the Collateral Agent.