Common use of Release; Termination Clause in Contracts

Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation.

Release; Termination. Upon (aA) The any Disposition of any item of Collateral Agent acting on of any Grantor as permitted by the instructions Loan Documents, (B) any item of the Applicable Authorized Representative shall have the right to release Liens on the Collateral becoming Excluded Property (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) except to the extent resulting from any transaction that is not prohibited permitted under the Secured First Lien Agreements; Loan Documents), (iiC) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary pursuant to a transaction permitted by the Loan Documents, (D) subject to Section 5.17(b) of the Credit Agreement,provided any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary pursuant to a transaction permitted by the Loan Documents or (E) the consent of the Required Lenders to such release and termination as provided in Section 9.02 of the Credit Agreement, the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary (and in the case of Collateral of a Grantor other than Holdings and clause (C), the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations guarantee provided by such Grantor in accordance with the terms thereofSubsidiary hereunder), (x) as it relates to the Indenture Obligationsapplicable, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereofshall immediately terminate and automatically be released. The Administrative Agent will, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation each of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; foregoing clauses (ivi) as it relates and (ii) above, subject to the Indenture ObligationsIntercreditor Agreement, if promptly deliver at the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) Grantor’s request to such Grantor all certificates representing any Pledged Equity released and the Companyall notes and other instruments representing any Pledged Debt, as the issuer under the Indenture Receivables or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee other Collateral so released, and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Administrative Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created assignment and security interest granted hereby; , that, the release of any Grantor from its obligations under this Agreement on or any Collateral pursuant other Loan Document if such Grantor becomes an Excluded Subsidiary shall only be permitted if, at the time such Grantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to this Section 6.05; provided that such release and the consummation of the applicable transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, and (3) such Grantor shall have delivered to the Collateral Administrative Agent a written request therefor and a certificate of such Grantor to the effect that the contemplated transaction is will be in compliance with the First Lien Security Loan Documents and the foregoing clauses (1) and (2); provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of thea Replacement ABL Facility or any Secured First Lien Agreements other Material Indebtedness. At such time as the Obligations shall have been paid in full and as 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 automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such other matters Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. At the Collateral Agent may reasonably request. The Collateral Agent request and sole expense of the Borrower, a Guarantor shall be authorized to rely on any released from its obligations hereunder in the event that all the Capital Stock of such certificate without independent investigationGuarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement.

Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property any Pledged SPE, Intermediate Lessee or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor Parent Holdco in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of Loan Documents, the Indenture Obligations by such Grantor security interest hereof and related guaranties will be deemed to be released in accordance with the terms thereofrespect of, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent will, at such GrantorGuarantor’s expense, execute and deliver to such Grantor Guarantor such documents as such Grantor Guarantor shall reasonably request to evidence any the release of (i) such Pledged SPE or Intermediate Lessee from the Lien created under this Agreement on security interest granted hereby, in the case of any sale, transfer or other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such Parent Holdco from its obligations hereunder and from the security interest granted hereby, in the case of any sale, transfer or other disposition of any Parent Holdco, and to the extent that (A) the Collateral pursuant Agent’s consent is required for any deregistration of the interests in such released Collateral from any registry or (B) the Collateral Agent is required to this Section 6.05; initiate any such deregistration, the Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such Guarantor to provide such consent or to initiate such deregistration. For the avoidance of doubt, upon or following any sale, transfer or other disposition by any Pledged SPE of any Eligible Aircraft strictly in accordance with the terms of the Loan Documents, such Pledged SPE and any related Intermediate Lessee may be dissolved, liquidated or wound up, provided that at the time of such Grantor dissolution, liquidation or winding up such Pledged SPE shall have not Own any Eligible Aircraft and, in the case of any related Intermediate Lessee, such Intermediate Lessee shall not be leasing any Eligible Aircraft Owned by any other Pledged SPE. (b) Upon payment in full in cash of the Secured Obligations and termination or expiration of the 2012 Commitments, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Guarantor. Upon any such termination, the Agent will, at the applicable Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” hereunder, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, as soon as reasonably practicable, be delivered to the successor Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationAgent.

Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee Loan Documents (other than sales of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) Inventory in the case ordinary course of business), the security interest in such Collateral that is Equity Interestsshall automatically terminate and as promptly as practicable, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent Agent, at least five Business Days prior to the date of the proposed release, a written request therefor for release describing the item of Collateral, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Loan Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. . (b) In the case of Collateral other than the Revolver Collateral (as defined in the General Intercreditor Agreement), the security interest in such Collateral shall terminate on the date on which the Collateral Agent shall have received written notice as provided for in the Loan Agreement that the Obligations under the Term Loan Agreement (other than contingent obligations) shall have become unsecured or shall have been paid in full with the proceeds of unsecured indebtedness, the unfunded commitments, if any, of the lenders under the Term Loan Agreement shall have been terminated and the Liens securing such Obligations shall have been released, and as promptly as practicable thereafter, the Collateral Agent will, at the Grantors’ expense, execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence the release of such Collateral from the assignment and security interest granted hereby; provided, however, that the security interest in such Collateral shall not terminate and the Collateral Agent shall not release its security interest in such Collateral if at the time thereof any Event of Default is then continuing. (c) In the case of the Revolver Collateral, the security interest in such Collateral shall terminate on the date on which the Collateral Agent shall have received written notice as provided for in the Loan Agreement that (i) the Obligations under the Term Loan Agreement (other than contingent obligations) shall have become unsecured or shall have been paid in full with the proceeds of unsecured indebtedness, the unfunded commitments, if any, of the lenders under the Revolving Credit Agreement shall have been terminated and the Liens securing such Obligations shall have been released, and (ii) the Obligations under and as defined in the Revolving Credit Agreement (other than contingent obligations) shall have become unsecured or shall have been paid in full with the proceeds of unsecured indebtedness, the unfunded commitments, if any, of the lenders under the Revolving Credit Agreement shall have been terminated and the liens securing such Obligations shall have been released, and as promptly as practicable thereafter, the Collateral Agent will, at the Grantors’ expense, execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence the release of such Collateral from the assignment and security interest granted hereby; provided, however, that the security interest in such Collateral shall not terminate and the Collateral Agent shall not release its security interest in such Collateral if at the time thereof any Event of Default is then continuing. (d) Upon the payment in full in cash of the Secured Obligations (other than contingent obligations), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor and the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (e) The Collateral Agent shall be authorized to rely on any such certificate without independent investigationrelease the Collateral as otherwise provided for under the Intercreditor Agreements.

Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: released (i) to enable the upon any sale, lease, transfer or other disposition of such property or assets Collateral permitted by, and in accordance with, the terms of the Secured Agreements to any Person (other than Holdings, the Company or a Grantorany Restricted Subsidiary (as defined in any Secured Agreement) to the extent not prohibited under the Secured First Lien Agreements; and (ii) in upon the case effectiveness of Collateral of a Grantor other than Holdings and the Company, (w) as it relates any consent to the Term Loan Obligations, upon the release of the Guarantee security interest granted hereby in any Collateral pursuant to Section 10.03 of the Term Loan Obligations by Indenture and any applicable provision of any Additional Secured Agreement. The Lien created under this Agreement on the Collateral of any Grantor shall automatically terminate and such Grantor in accordance with the terms thereof, shall automatically be released from its obligations hereunder (x) as it relates to the Indenture Notes Obligations, upon the release of the Guarantee if such Grantor is released from its Guaranty in accordance with Section 11.05 of the Indenture Obligations by such Grantor in accordance with the terms thereof, and (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Secured Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to under any Additional Secured First Lien ObligationsAgreement, upon if it ceases to be a guarantor under such Additional Secured Agreement pursuant to the release of the Guarantee applicable provisions of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) . The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.056.05(a); provided that such Grantor shall have delivered to the Collateral Agent a written request therefor describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigation. (b) Upon the Discharge of Secured Obligations, the Lien on all Collateral created under this Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the Company’s expense, execute and deliver to the Company such documents as such Grantor shall reasonably request to evidence such termination; provided that the Company shall have delivered a certificate to the effect that the Discharge of Secured Obligations has occurred and as to such other matters as the Collateral Agent shall reasonably request. The Collateral Agent shall be authorized to rely on such certificate without further investigation.

Release; Termination. (a) The Collateral Agent acting on pledge and security interest granted hereby shall automatically terminate, the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of granted under the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall Documents will automatically be released: released (i) to enable the disposition in whole, upon Payment in Full of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; Obligations, (ii) in the case as to any property constituting Collateral that is sold, leased, transferred or otherwise disposed of Collateral of by a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such Grantor in accordance with the terms thereofof the Loan Documents, including by way of merger, consolidation or dissolution that is permitted under the Credit Agreement, (xiii) with respect to any Collateral that is owned by a Grantor that is released from its Guarantee pursuant to Section 5.09(c) of the Credit Agreement, (iv) with respect to any Security Collateral associated with a Restricted Subsidiary that is redesignated as it relates an Unrestricted Subsidiary pursuant to Section 5.09(b) of the Credit Agreement, (v) with respect to the Indenture ObligationsAgreement Collateral, upon on the release Agreement Collateral Release Date and (vi) with the consent of the Guarantee Required Lenders pursuant to Section 9.08(b) of the Indenture Obligations Credit Agreement, and, in each case, all rights to the applicable Collateral shall revert to the applicable Grantor. Notwithstanding any provision to the contrary herein, as and when requested by such Grantor in accordance with any Grantor, the terms thereofAdministrative Agent shall, at the Grantor’s cost, (y) as it relates to execute and deliver UCC financing statement amendments or releases that remove the Revolving Obligations, upon released Collateral from any previously filed financing statements that included such released Collateral in the release description of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; assets covered thereby and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor any such documents released Collateral in the Administrative Agent’s possession following the release of such Collateral. If requested in writing by a Grantor, the Administrative Agent shall, at the Grantor’s cost, promptly execute and deliver such other documents, instruments or statements and to take such other action as such Grantor shall may reasonably request to evidence any release or confirm that the Collateral released in accordance with this Section 20 has been released from the Liens of each of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationDocuments.

Release; Termination. (a) The Upon any sale, lease, transfer or other disposition of any item of Collateral Agent acting on the instructions of any Grantor in accordance with Section 10.2.6 of the Applicable Authorized Representative Loan Agreement, the security interest created hereunder on such item of Collateral shall have be automatically released. (b) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with Section 10.2.6 of the right to release Liens on the Collateral Loan Agreement (other than releases Permitted Ordinary Accounts/Inventory Disposition), Agent will, at Borrowers’ expense and in accordance with the Intercreditor Agreement, execute and deliver to Borrower Agent such documents as such Borrower Agent shall reasonably request to evidence the release of all or substantially all such item of Collateral from the assignment and security interest granted hereunder; provided that, unless otherwise waived by Agent, (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) Borrower Agent shall have delivered to Agent, at least ten Business Days prior to the date of the Collateral)proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof, together with a form of release for execution by the Agent and a certificate of Borrower Agent to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Agent may request. In addition, if the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case of Collateral Equity Interests of a Grantor other than Holdings and the CompanyGuarantor are sold, (w) as it relates transferred or otherwise disposed of to the Term Loan Obligations, upon the release a Person that is not an Affiliate pursuant to a transaction permitted by Section 10.2.6 of the Guarantee of the Term Loan Obligations by Agreement that results in such Grantor Guarantor ceasing to be a Restricted Subsidiary or if a Guarantor is designated as an Unrestricted Subsidiary in accordance with the terms thereofof the Loan Agreement, (x) as it relates or upon the effectiveness of any written consent pursuant to Section 15.1.1 of the Indenture Obligations, upon Loan Agreement to the release of the Guarantee of the Indenture Obligations Guaranty granted by such Grantor in accordance Guarantor, such Guarantor shall be automatically released from its Obligations under the Loan Agreement without further action and all Liens on the Property of such Guarantor granted under the Loan Documents shall be automatically released. In connection with the terms thereofsuch release, (y) as it relates Agent shall promptly execute and deliver to the Revolving Obligationssuch Guarantor, upon the at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release of the Guarantee such Guaranty or Liens. Any execution and delivery of the Revolving Obligations documents pursuant to this Section 27 shall be without recourse to or warranty by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien AgreementAgent. (bc) The Upon the Discharge, the security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Agent will, at such the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any release of the Lien created under this Agreement on any Collateral pursuant to this Section 6.05; provided that such Grantor shall have delivered to the Collateral Agent a written request therefor and a certificate of such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationtermination.

Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (Upon any sale, lease, transfer or other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case item of Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereof, (x) as it relates to the Indenture Obligations, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereof, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Parity Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent Trustee will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created under this Agreement on any Collateral pursuant to this Section 6.05assignment and security interest granted hereby; provided provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent Trustee, at least ten Business Days prior to the date of the proposed release, a written request therefor for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Trustee and a certificate of such Grantor and, if reasonably requested by the Collateral Trustee, an opinion of counsel to the effect that the transaction is in compliance with the First Parity Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent Trustee may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance the Parity Lien Documents shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Collateral Trustee when and as required under the Parity Lien Documents. (b) Upon the occurrence of the conditions set forth in the Collateral Trust Agreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Trustee shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. To the extent a release is expressly permitted pursuant to Section 4.1 of the Collateral Trust Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Trustee shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall be authorized reasonably request, in form and substance reasonably satisfactory to rely the Collateral Trustee, including financing statement amendments to evidence such release. The Collateral Trustee shall release all or any portion of the Collateral solely on any such certificate without independent investigationthe terms and subject to the condition set forth in Section 4.1 of the Collateral Trust Agreement.

Release; Termination. (a) The Collateral Agent acting on the instructions Upon any sale, lease, transfer or other Disposition of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases any item of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable the disposition of such property or assets to any Person (other than the Company or a Grantor) to the extent not prohibited under the Secured First Lien Agreements; (ii) in the case of Non-Shared Collateral of a Grantor other than Holdings and the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations by such any Grantor in accordance with the terms thereofof the Credit Agreement, (i) so long as the Collateral Agent shall not be required to execute a release or release possession with respect thereto, the security interest in such Non-Shared Collateral shall be released automatically, and without further action, and (ii) under any other circumstance, (x) as it relates upon the delivery to the Indenture Obligations, upon the release Collateral Agent of a certificate of the Guarantee of Parent Guarantor to the Indenture Obligations by effect that such Grantor sale, lease, transfer or other Disposition is in accordance with the terms thereof, of the Credit Agreement and (y) as it relates within five (5) Business Days after notice to the Revolving Obligations, upon the release Administrative Agents of the Guarantee of the Revolving Obligations receipt by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; (iv) as it relates to the Indenture Obligations, if the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) and the Company, as the issuer under the Indenture or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates of such a certificate, if prior to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge end of such Additional Secured First Lien Obligations; (vi) as it relates to period the Indenture ObligationsCollateral Agent has not received a written objection from the Administrative Agents, upon the Legal Defeasance, Covenant Defeasance or satisfaction security interest in such Non-Shared Collateral shall be released and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Agent will, at such Grantor’s 's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Non-Shared Collateral from the assignment and security interest granted hereby; provided, however, that if such sale, lease, transfer or other Disposition would result in a prepayment under Section 2.05(b)(i)of the Credit Agreement, then a Responsible Officer of the Parent Guarantor shall be required to deliver a notice at least five Business Days prior to the date of such Disposition which notice shall (i) specify the Non-Shared Collateral to be so sold or otherwise disposed of and (ii) certify that the proceeds of such Non-Shared Collateral will be applied in accordance with the Credit Agreement and this Agreement, and the Grantors are not, and after giving effect to such release, would not be, in Default under the Credit Agreement; provided further, however, that if prior to the time that the Collateral Agent delivers documents evidencing a release under this Section 23(a), the Collateral Agent shall have received a Collateral Trust Agreement Default Notice (as defined in the Collateral Trust Agreement) that shall not have been withdrawn prior to such time and the Administrative Agents on behalf of the Required Section 8.01 Lenders shall not have directed the Collateral Agent to deliver such a release, than the Collateral Agent shall so notify the Grantors and shall not sign any release or releases in connection with such Disposition. (b) Upon the occurrence of the Lien created under this Agreement on Shared Collateral Termination Date (as defined in the Collateral Trust Agreement), the pledge and security interest granted hereby shall terminate and all rights to the Non-Shared Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral pursuant Agent will, at the applicable Grantor's expense, execute and deliver to this Section 6.05; provided that such Grantor such documents as such Grantor shall have delivered reasonably request to the Collateral Agent a written request therefor and a certificate of evidence such Grantor to the effect that the transaction is in compliance with the First Lien Security Documents and any Secured First Lien Agreements and as to such other matters as the Collateral Agent may reasonably request. The Collateral Agent shall be authorized to rely on any such certificate without independent investigationtermination.

Release; Termination. (a) The Collateral Agent acting on the instructions of the Applicable Authorized Representative shall have the right to release Liens on the Collateral (other than releases of all or substantially all of the Collateral). In addition, the Lien granted hereby in any Collateral (but not any Proceeds thereof) shall automatically be released: (i) to enable Upon (A) any Disposition of any item of Collateral of any Grantor as permitted by the disposition Loan Documents, (B) any item of such property or assets to any Person Collateral becoming Excluded Property (other than the Company or a Grantor) except to the extent resulting from any transaction that is not prohibited permitted under the Secured First Lien Agreements; Loan Documents), (iiC) any Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary pursuant to a transaction permitted by the Loan Documents, (D) any Foreign Subsidiary ceasing to be a Material First-Tier Foreign Subsidiary pursuant to a transaction permitted by the Loan Documents or (E) the consent of the Required Lenders to such release and termination as provided in Section 9.02 of the Credit Agreement, the security interests granted under this Agreement by such Grantor in such Collateral or in the assets of such Subsidiary (and in the case of Collateral of a Grantor other than Holdings and clause (C), the Company, (w) as it relates to the Term Loan Obligations, upon the release of the Guarantee of the Term Loan Obligations guarantee provided by such Grantor in accordance with the terms thereofSubsidiary hereunder), (x) as it relates to the Indenture Obligationsapplicable, upon the release of the Guarantee of the Indenture Obligations by such Grantor in accordance with the terms thereofshall immediately terminate and automatically be released. The Administrative Agent will, (y) as it relates to the Revolving Obligations, upon the release of the Guarantee of the Revolving Obligations by such Grantor in accordance with the terms thereof; and (z) as it relates to any Additional Secured First Lien Obligations, upon the release of the Guarantee of such Additional Secured First Lien Obligations by such Grantor in accordance with the terms thereof; (iii) in the case of Collateral that is Equity Interests, upon the dissolution or liquidation each of the issuer of that Equity Interest that is not prohibited by the Secured First Lien Documents; foregoing clauses (ivi) as it relates and (ii) above, subject to the Indenture ObligationsIntercreditor Agreement, if promptly deliver at the Notes (as defined in the Indenture) have Investment Grade Ratings (as defined in the Indenture) from both Rating Agencies (as defined in the Indenture) Grantor’s request to such Grantor all certificates representing any Pledged Equity released and the Companyall notes and other instruments representing any Pledged Debt, as the issuer under the Indenture Receivables or any successor in interest thereto has delivered a notice of such Investment Grade Ratings to the Trustee other Collateral so released, and the Collateral Agent and no Default (as defined in the Indenture) has occurred and is continuing under the Indenture; (v) (w) as it relates to the Term Loan Obligations, upon the Discharge of the Term Loan Obligations, (x) as it relates to the Indenture Obligations, upon the Discharge of the Indenture Obligations, (y) as it relates to the Revolving Obligations, upon the Discharge of the Revolving Obligations; and (z) as it relates to any Additional Secured First Lien Obligations, upon the Discharge of such Additional Secured First Lien Obligations; (vi) as it relates to the Indenture Obligations, upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture (in each case as defined in the Indenture); and (vii) as it relates to any Secured First Lien Obligations, such other circumstances contemplated in the relevant Secured First Lien Agreement. (b) The Collateral Administrative Agent will, at such Grantor’s expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence any the release of such item of Collateral from the Lien created assignment and security interest granted hereby; provided, that, the release of any Grantor from its obligations under this Agreement on or any Collateral pursuant other Loan Document if such Grantor becomes an Excluded Subsidiary shall only be permitted if, at the time such Grantor becomes an Excluded Subsidiary, (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to this Section 6.05; provided that such release and the consummation of the applicable transaction, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, and (3) such Grantor shall have delivered to the Collateral Administrative Agent a written request therefor and a certificate of such Grantor to the effect that the contemplated transaction is will be in compliance with the First Lien Security Loan Documents and the foregoing clauses (1) and (2); provided further that no such release shall occur if such Grantor continues to be a guarantor in respect of the ABL Facility or any Secured First Lien Agreements other Material Indebtedness. At such time as the Obligations shall have been paid in full and as 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 automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall promptly deliver to such other matters Grantor any Collateral held by the Administrative Agent hereunder, and promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. At the Collateral Agent may reasonably request. The Collateral Agent request and sole expense of the Borrower, a Guarantor shall be authorized to rely on any released from its obligations hereunder in the event that all the Capital Stock of such certificate without independent investigationGuarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement.