Common use of Termination or Release Clause in Contracts

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable). (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11, the Notes Collateral Agent shall execute and deliver to any Grantor at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment in full of all outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations not yet accrued and payable)to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest Guarantee Obligations made herein and all other security interests granted hereby shall shall, subject to Section 2.04, terminate with respect to and be released (all Secured Obligations and without delivery of any Liens granted under this Agreement shall be automatically released instrument or performance of any act by any Person) upon the payment Payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Full. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder Guarantee Obligations under the Loan Documents, and the Security Interest in all security interests created by the Collateral of Documents in Collateral with respect to such Guarantor Subsidiary Loan Party shall be automatically released free and clear of the Liens created hereby (x) as and when such Guarantor is released from its Guarantee required by the Administrative Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to Section 10.06 this Agreement or (y) upon such Collateral becoming an ownership interest in any Excluded Subsidiary solely to the extent permitted by, and in accordance with the terms of, the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In the Indenture. At the sole option event of the Issuerany such termination or release, any Person that constitutes Holdings Schedule II to this Agreement shall be automatically released from its obligations hereunder and the Security Interest in deemed to be modified to remove the Collateral of such Person shall be automatically released if such Person shall cease with respect to be Holdings under which the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationssecurity interests granted hereby have been so released. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Loan Party, at such GrantorLoan Party’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Loan Party shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment in full of all outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations not yet accrued and payable)to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 5.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon termination of the Aggregate Commitments, payment in full of all outstanding Secured Obligations (other than (x) obligations under Secured Hedge Agreements, (y) obligations under Secured Cash Management Agreements and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than outstanding Letters of Credit that have been Cash Collateralized). (b) The Security Interest in any Collateral shall be automatically released in the circumstances set forth in Section 9.11(b) of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 9.11(c) of the Credit Agreement. (c) A Guarantor Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to in the circumstances set forth in Section 10.06 9.11(d) of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings Credit Agreement. (d) The Borrower shall automatically be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person the Borrower shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant upon delivery to the definition Collateral Agent of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof a joinder in the Indenture and satisfaction form contemplated by Section 7.04 of the Collateral and Guarantee Requirement Credit Agreement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% any successor or assign of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsBorrower. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c) of this Section 6.11d), the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor (including relevant certificates, securities and other instruments) that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 7.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (f) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in the immediately preceding paragraph (e), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b), (c) or (d). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13. (g) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this Agreement shall be automatically released upon the payment in full of Credit Agreement, (ii) all outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case, not yet accrued due and payable; unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of the Security Interest, stating that arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent or the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case to the extent not provided for thereunder. (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in the circumstances set forth in Section 11.11(a) of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 13.02 Sections 11.11(b) or (d) of the IndentureCredit Agreement. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11b), the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 8.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (d) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 8.12.

Termination or Release. (a) This AgreementSubject to the reinstatement provisions of Section 5, the Security Interest guarantee of a Guarantor hereunder shall be automatically terminated when all Obligations guaranteed by such Guarantor have been paid in full (other than Letters of Credit that have expired, terminated, or are cash collateralized or otherwise backstopped in a manner reasonably acceptable to the applicable Issuing Bank) and all other security interests granted hereby shall terminate with respect the Lenders have no further commitment under the Credit Agreement to all Secured lend to, or accept and purchase B/As issued by, any Borrower whose Obligations and any Liens granted under are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of Section 5, this Agreement shall be automatically released upon terminate when all the payment Obligations have been paid in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)the Lenders have no further commitment to lend or accept and purchase B/As under the Credit Agreement. (b) A Guarantor Guarantor, including any Elective Guarantor, shall automatically be released from its obligations hereunder and the Security Interest (or portion of such obligations in the Collateral case of clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor shall ceases to be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowCompany; provided that 100% the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (y) in the case of any Elective Guarantor, in accordance with the final sentence of Section 5.09(b) of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph paragraphs (a), (b) or (c) of this Section 6.11b), the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 20 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued then due) have been paid in full in cash or immediately available funds and payable)the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero (or cash collateralized or supported by back-to-back letter of credit in form and substance and from an issuing bank satisfactory to the Administrative Agent and the Issuing Bank) and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Loan Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Guarantor; provided that 100% such portion of the Equity Interests Lenders as shall be required by the terms of the Issuer shall be pledged Credit Agreement to have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 13.02 6.05(d) of the IndentureCredit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c) and (d) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this the Credit Agreement shall be automatically released upon the payment in full of and (ii) all outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Specified Hedge Agreements and Cash Management Obligations, in each case, not yet accrued due and payable); unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of the Security Interest, stating that arrangements reasonably satisfactory to the applicable Cash Management Bank or Qualified Counterparty or applicable Secured Party, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Obligations in respect of Specified Hedge Agreements and Cash Management Obligations, in each case to the extent not provided for thereunder. (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in the circumstances set forth in Sections 10.18 or 9.01(4) of the First Lien Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 13.02 Sections 10.18, 9.01(4)(c) or (b) of the IndentureFirst Lien Credit Agreement, including, without limitation, in connection with any property (and any related rights and any related assets) that is sold or otherwise transferred in connection with a sale and leaseback transaction permitted by the Loan Documents. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) of this Section 6.11above, the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such take all other actions reasonably requested by any Grantor, at such Grantor’s expense, in writing by such Grantor to effect connection with such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessionauthorizing such Grantor or its representatives to file any UCC amendment or termination statements with respect to such release. Any execution and delivery of documents pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (d) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.12.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon when all the payment in full of all Secured outstanding Obligations (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowCredit Agreement; provided that 100% of the Equity Interests of the Issuer Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral granted hereunder pursuant to Section 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.13, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.11 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this the First Lien Credit Agreement shall be automatically released upon the payment and (ii) all principal and interest in full respect of each Term Loan and all Secured other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Specified Hedge Agreement or any Cash Management Services agreement, in each case, not yet accrued due and payable), unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Qualified Counterparty or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Specified Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to circumstances set forth in Section 10.06 10.18 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsFirst Lien Credit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c) of this Section 6.11above, the Notes Collateral Administrative Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby (i) shall terminate when all the Obligations have been indefeasibly paid in full, the Lenders have no further commitment to lend under the Credit Agreement or to issue or participate in Letters of Credit and (ii) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of the Borrower, any Pledgor or otherwise. In connection with respect the foregoing, the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor’s expense, all Secured Obligations Uniform Commercial Code termination statements and any Liens granted under similar documents which such Pledgor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Agreement Section 14(a) shall be automatically released upon without recourse to or warranty by the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Collateral Agent. (b) A Guarantor Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under each Loan Document to any Person that is not a Pledgor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released. If the Equity Interests of a Pledgor are sold, transferred or otherwise disposed of to a Person that is not an Affiliate pursuant to a transaction permitted by Section 6.05 of the Credit Agreement that results in such Pledgor ceasing to be a Subsidiary, or upon the effectiveness of any written consent pursuant to Section 9.08 of the Credit Agreement to the release of the security interest granted by such Pledgor hereby, such Pledgor shall be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationswithout further action. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11b), the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 14 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Note Obligations (other than contingent indemnification indemnity or expense reimbursement obligations not yet accrued in respect of which no claim has been made) have been defeased in accordance with its terms and payable)any other requirements set forth in the Note Documents then effective are satisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person Subsidiary Party shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement Subsidiary Party is released from its guarantee pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 11.04 of the Indenture. (d) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Note Documents (to the extent the release of such Collateral following such sale is permitted by the Note Documents), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Note Documents, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Officer of the Company or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Notes Collateral Agent’s possessionNote Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued then due) have been indefeasibly paid in full and payable)the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 an Unrestricted Subsidiary in accordance with the terms of the Indenture. At Credit Agreement or (ii) upon the sole option consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral (other than any such sale to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest Guarantees, the security interest in the Collateral and all other security interests granted hereby shall terminate with respect to when all Secured the Loan Document Obligations and any Liens granted under this Agreement shall be automatically released upon the payment have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of all Secured Obligations (other than contingent indemnification obligations not yet accrued Credit under the Credit Agreement and payable)no payment of any amounts outstanding and due under any Hedging Agreement is in default. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest security interest in the Collateral of such Subsidiary Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuerreleased, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of event that all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer such Subsidiary Guarantor shall be pledged sold, transferred or otherwise disposed of to a person that is not Holdings, the U.S. Borrower or an Affiliate of any of the foregoing in accordance with the terms of the Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer or other disposition (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not Holdings, the U.S. Borrower or an Affiliate of any of the foregoing, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 without any action on the part of the IndentureCollateral Agent. (d) A Subsidiary Guarantor shall automatically be released from its Guarantee hereunder to the extent required by Section 5.09(a) of the Credit Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) the preceding paragraphs of this Section 6.11Section, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral AgentAgent or any Secured Party.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this the Term Loan Credit Agreement shall be automatically released upon the payment and (ii) all principal and interest in full respect of each Loan and all Secured other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet accrued due and payable), unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to circumstances set forth in Section 10.06 9.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsTerm Loan Credit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c) of this Section 6.11above, the Notes Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect when all the Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to all Secured lend under the Credit Agreement, the LC Facility LC Obligations and any Liens granted the Revolving LC Obligations have been reduced to zero and the LC Facility Issuing Bank and the Revolving Issuing Bank have no further obligations to issue Letters of Credit under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Credit Agreement. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Loan Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowParent; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released released; provided that the Proceeds resulting from such sale or other transfer shall be included in accordance with Section 13.02 of the IndentureCollateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor at such Grantor’s expense, expense all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured the Loan Document Obligations, Note Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Additional Obligations (other than contingent indemnification indemnity or expense reimbursement obligations not yet accrued in respect of which no claim has been made) have been paid in full in cash in immediately available funds (or otherwise defeased in accordance with its terms), the Secured Parties have no further commitment to lend under any Secured Agreement, the Revolving L/C Exposure (or equivalent under any Replacement Credit Facility) has been reduced to zero, each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement and payable)any other requirements set forth in the Secured Agreements then effective are satisfied. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released (x) as and when it relates to the Credit Agreement Obligations, if such Guarantor Subsidiary Party is released from its Guarantee guarantee pursuant to Section 10.06 Article 2 in accordance with the terms of the Indenture. At Credit Agreement and (y) as it relates to the sole option of Obligations other than the IssuerCredit Agreement Obligations, any Person that constitutes Holdings shall if it ceases to be automatically released from its obligations hereunder and the Security Interest in the Collateral a guarantor of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture Obligations pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction terms of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the applicable Secured ObligationsAgreement. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Secured Agreements (to the extent the release of such Collateral following such sale is permitted by the Secured Agreements), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Secured Agreements, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.119.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s expensePledgor’s, expense all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall perform not be required to take any action under this Section 9.15(d) unless (A) such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other actions Collateral, and (ii) a certificate of a Responsible Officer of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Secured Agreements and was consummated in compliance with the Secured Agreements and (B) it shall have received from each Authorized Representative such consents and other instruments as shall be reasonably requested in writing by such Grantor the Administrative Agent to effect such release, including delivery of Pledged Certificated Securities then in confirm the Notes Collateral Administrative Agent’s possessionauthority to release any Collateral as provided in this Section 9.15. Any execution and delivery of documents pursuant to this Section 6.11 9.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place). (b) A Guarantor shall automatically be released from its obligations hereunder and Upon any sale or transfer by Holdings of any Pledged Collateral that is permitted under the Security Interest Credit Agreement (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsreleased. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) of this Section 6.114.12, the Notes Collateral Agent shall execute and deliver to any Grantor Holdings, at such Grantor’s Holdings’ expense, all documents prepared by or on behalf of such Grantor that such Grantor Holdings shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor Holdings to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the security interests granted under this Agreement of the Obligations of Holdings under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby hereby, shall automatically terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall and/or be automatically released (i) upon the payment in full occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when all Secured such Other First Lien Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued then due and payable)any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Pledged Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Guarantor The security interest in the Pledged Collateral shall be automatically be released from its obligations hereunder released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by Holdings of any Pledged Collateral that is permitted by the Credit Agreement and the Security Interest each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as defined in the Collateral Agreement), (ii) upon the effectiveness of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.06 9.08 of the Indenture. At the sole option Credit Agreement and any equivalent provision of the Issuereach applicable Other First Lien Agreement (in each case, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof extent required thereby), or (iii) as otherwise may be provided in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsany applicable Intercreditor Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.15, the Notes Collateral Agent shall execute and deliver to any Grantor Holdings, at such Grantor’s Holdings’ expense, all documents prepared by or on behalf (forms of such Grantor which shall be reasonably acceptable to the Agent) that such Grantor Holdings shall reasonably request in writing to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral that may be in the Notes Collateral Agent’s possessionpossession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 6.15 shall be without recourse to or representation or warranty by the Notes Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Agent shall execute, deliver or acknowledge such instruments or releases (forms of which shall be reasonable acceptable to the Agent) to evidence the release of any Pledged Collateral Agentpermitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) This Agreement, the Security Interest Guarantees made herein and all other security interests granted hereby shall terminate with respect to when (i) all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than including all LC Disbursements, if any, but excluding contingent indemnification obligations not yet accrued as to which no claim has been made) have been paid in full, (ii) all Commitments have terminated or expired and payable)(iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the Issuing Banks have no further obligations to issue or amend Letters of Credit under the Credit Agreement. (b) A Guarantor The Guarantees made herein and all security interests granted hereby shall automatically also terminate and be released from its obligations hereunder with respect to a Guarantor, a Grantor or an asset at the time or times and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to manner set forth in Section 10.06 9.14 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.12, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment in full of all outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case, not yet accrued due and payable); unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of the Security Interest, stating that arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, and the Lenders have no further commitment to lend under the Credit Agreement, provided, however, that in connection with the termination of this Agreement, the Administrative Agent or Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements and Cash Management Obligations, in each case to the extent not provided for thereunder. (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in the circumstances set forth in Section 9.11(a) of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 13.02 Sections 9.11(b) or (d) of the IndentureCredit Agreement. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) of this Section 6.11above, the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (d) At any time that the respective Grantor desires that the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.12.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) when all the outstanding Secured Obligations have been indefeasibly paid in full. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of Holdings III; provided that Holders of more than 50% in principal amount of the total outstanding Notes shall have consented to such transaction (to the extent required by the Indenture) and when the terms of such Guarantor consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is released from its Guarantee permitted under the Indenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 11.02 of the Indenture. At , the sole option security interest of the Issuer, any Person that constitutes Holdings such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings V and the Issuer) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Grantor shall be automatically released if such Person shall cease Grantor ceases to be Holdings under a Material Domestic Subsidiary. (e) If the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the security interest on any Collateral and Guarantee Requirement by such entity, including joining this Agreement is released pursuant to Section 6.12 below; provided that 100% 2.04 of the Equity Interests Intercreditor Agreement and such release results in the release of the Issuer shall be pledged security interest on such Collateral under this Agreement or any Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes Collateral Agent to secure the Secured Obligationsshall be automatically released. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (df) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.13, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (g) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Security Interest on such Collateral.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon when all the payment in full of all outstanding Secured Obligations (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations have been either reduced to zero or Cash Collateralized and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor Grantor ceases to be a Subsidiary or is released from its Guarantee designated as an Unrestricted Subsidiary of Borrower. (c) Upon any disposition by any Grantor of any Collateral that is not prohibited by the Credit Agreement or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 11.01 of the Indenture. At Credit Agreement, the sole option security interest of the Issuer, any Person that constitutes Holdings such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Grantor shall be automatically released if such Person shall cease Grantor ceases to be Holdings under the Indenture a Restricted Subsidiary pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction terms of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.116.14, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.14 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (f) At any time that the respective Grantor desires that the Administrative Agent take any action described in the immediately preceding paragraph (e), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b), (c) or (d). The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 6.14. (g) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations (in each case, other than any Excluded Swap Obligation) shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Subject to the terms of the Intercreditor Agreements, this Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Notes Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued and payable)then due) have been Discharged. (b) A Guarantor Subject to the terms of the Intercreditor Agreements, a Pledgor (other than the Issuer) shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Pledgor shall be automatically released upon the consummation of any transaction permitted by the Indenture as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Pledgor ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests a Restricted Subsidiary of the Issuer or otherwise ceases to be a Guarantor; provided, that such portion of the Holders as shall be pledged required by the terms of the Indenture to have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsIndenture) shall have consented thereto and the terms of such consent did not provide otherwise. (c) The Subject to the terms of the Intercreditor Agreements, upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Indenture, the security interest in any such Collateral granted hereunder shall be automatically released. (d) Upon the transfer by any Pledgor of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in a transaction permitted under the Indenture and subject to the terms of the Intercreditor Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) At any time the ABL Intercreditor Agreement is in effect, upon the release of any ABL Priority Collateral securing the ABL Obligations (including all commitments and letters of credit thereunder) in a sale or other disposition, permitted by the ABL Credit Agreement and the Indenture, the Security Interest and all other security interests granted hereby on such released property or assets shall be automatically released; provided, however, that if the Issuer or any Pledgor subsequently incurs ABL Obligations that are secured by liens on property or assets of the Issuer or any Pledgor of the type constituting the ABL Priority Collateral, then the Issuer and its Restricted Subsidiaries shall reinstitute the Security Interest and any other security interests granted hereby, which, in accordance the case of any subsequent ABL Obligations will be second-priority Liens on the ABL Priority Collateral securing such ABL Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such ABL Obligations, with Section 13.02 the second-priority Lien held by either the administrative agent, collateral agent or other representative for such ABL Obligations or by a collateral agent or other representative designated by the Issuer to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement providing such administrative agent or collateral agent substantially the same rights and powers afforded under the ABL Intercreditor Agreement. (f) The Security Interest and all other security interests granted hereby will also be released, in whole or in part, as provided in Article VIII of the Indenture. (dg) In connection with any termination or release pursuant to paragraph paragraphs (a), ) through (b) or (cf) of this Section 6.115.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall perform not be required to take any action under this Section 5.15(g) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Issuer or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Indenture and was consummated in compliance with the Notes Collateral Agent’s possessionNoteholder Documents. Any execution and delivery of documents pursuant to this Section 6.11 5.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon termination of the Revolving Commitments and payment in full of all Secured Obligations (other than (i) obligations under any Secured Hedge Agreement or Treasury Services Agreement not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the Letter of Credit Obligations related thereto have been Cash Collateralized or if such Letters of Credit have been backstopped by letters of credit reasonably satisfactory to the relevant Issuing Bank or deemed reissued under another agreement reasonably satisfactory to the relevant Issuing Bank). (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Restricted Subsidiary of the Indenture. At Borrower or (subject to the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest proviso in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “HoldingsExcluded Subsidiaries” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement) becomes an Excluded Subsidiary. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Secured Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon termination of the Revolving Commitments and payment in full of all other Secured Obligations, in each case, unless the Secured Obligations under the Secured Hedge Agreement or the Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Secured Obligations and until such time as such due and payable Secured Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Secured Approved Counterparty.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) when all the outstanding Obligations have been indefeasibly paid in full. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of Holdings III; provided that Holders of more than 50% in principal amount of the total outstanding Notes shall have consented to such transaction (to the extent required by the Indenture) and when the terms of such Guarantor consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is released from its Guarantee permitted under the Indenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 11.02 of the Indenture. At , the sole option security interest of the Issuer, any Person that constitutes Holdings such Grantor in such Collateral shall be automatically released. (d) A Grantor (other than Holdings V and the Issuer) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Grantor shall be automatically released if such Person shall cease Grantor ceases to be Holdings under a Material Domestic Subsidiary. (e) If the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the security interest on any Collateral and Guarantee Requirement by such entity, including joining this Agreement is released pursuant to Section 6.12 below; provided that 100% 2.04 of the Equity Interests Intercreditor Agreement and such release results in the release of the Issuer shall be pledged security interest on such Collateral under this Agreement or any Collateral Document relating to the Notes, the security interest on such Collateral granted hereunder or under any such Collateral Document relating to the Notes Collateral Agent to secure the Secured Obligationsshall be automatically released. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (df) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (ce) of this Section 6.116.13, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (g) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the security interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Notes Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Notes Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral. (h) Notwithstanding anything to the contrary set forth herein or in any other Notes Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described in the Indenture), any security interests granted hereunder by Holdings IV on any Collateral shall automatically be discharged and released without any further action by the Notes Collateral Agent or any other Person. Subject to the terms of the Intercreditor Agreement, in connection with the foregoing, upon the request of the Issuer, the Notes Collateral Agent, at the expense of Issuer, shall promptly execute and deliver to Holdings IV, Holdings V or SigmaTel, as applicable, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the security interest on such Collateral.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place). (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (if and to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.12, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of Parent; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and when the terms of such Guarantor consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is released from its Guarantee permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 10.01 of the Indenture. At Credit Agreement, the sole option of the Issuer, any Person that constitutes Holdings security interest in such Collateral shall be automatically released. (d) A Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Person Grantor shall be automatically released if such Person shall cease Grantor ceases to be Holdings under the Indenture a Material Domestic Subsidiary pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction terms of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.13, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 5.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (f) In the event that any of the Collateral shall be transferred by any Grantor in connection with the Foreign Reorganization, the Security Interest granted hereunder on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Grantor without any further action by the Collateral Agent or any other Person. Without prejudice to the foregoing, upon the request of the applicable Grantor, the Collateral Agent, at the expense of such Grantor, shall promptly execute and deliver to such Grantor, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Security Interest on such Collateral.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon continue in effect until the payment in full of all Secured Notes Obligations (other than contingent indemnification obligations not yet accrued for which no claim or demand has been made) are paid in full, and payable). (b) A Guarantor the Liens granted hereunder shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as circumstances and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof extent described in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 12.02 of the Indenture. (db) In connection with any termination or release pursuant to paragraph (aSection 7.12(a), (b) or (c) of this Section 6.11, the Notes Collateral Agent shall promptly execute (if applicable) and deliver to any Grantor Grantor, at such Grantor’s expense, all UCC termination statements and similar documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence and/or effectuate such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent or any Secured Notes Secured Party. The Issuer shall reimburse the Notes Collateral Agent for all costs and expenses, including any fees and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.12 pursuant to and to the extent required by Section 12.08(bb) of the Indenture. (c) The Notes Collateral Agent shall have no liability whatsoever to any other Secured Notes Secured Party as the result of any release of Collateral by it in accordance with (or which the Notes Collateral Agent in good faith believes to be in accordance with) the terms of this Section 7.12. (d) At any time that a Grantor desires that the Notes Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to Section 7.12(a), upon request by the Notes Collateral Agent, such Grantor shall deliver to the Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the Issuer on behalf of such Grantor) stating that the release of the respective Collateral is permitted pursuant to such Section 7.12(a) and the terms of the Indenture. At any time that any Grantor desires that a Restricted Subsidiary of such Grantor be released hereunder, it shall deliver to the Notes Collateral Agent a certificate signed by a Responsible Officer of such Grantor (or the Issuer on behalf of such Grantor) stating that the release of the respective Grantor (and its Collateral) is permitted pursuant to such Section 7.12(a) and the terms of the Indenture.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate when (i) all the Loan Document Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, and (ii) all Other Secured Obligations have been indefeasibly paid in full and the related Other Secured Agreements have been terminated or such other arrangements satisfactory to each Other Secured Party with respect to all the Other Secured Obligations owing to it and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Other Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Agreements to which it is a party have been made. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Subsidiary Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsa Restricted Subsidiary. (c) The security interest Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not a Grantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral granted hereunder pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11above, the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 9.13 shall be without recourse to or representation or warranty by the Notes Collateral AgentAgent or any Secured Party. Without limiting the provisions of Section 9.05 of the Credit Agreement, the Borrower shall reimburse the Collateral Agent upon demand for all out of pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 9.13.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to on the first date when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification indemnity and similar obligations not yet accrued with respect to which no amounts are then owing) have been indefeasibly paid in full in cash and payablethe Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure and CL Exposure each has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement (or each Issuing Bank has received cash or other collateral satisfactory to it covering such exposure and Letters of Credit). (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At Company; provided that the sole option Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of the Issuersuch consent did not provide otherwise. (c) Upon any Guarantor becoming an Unrestricted Subsidiary, any Person that constitutes Holdings such Unrestricted Subsidiary shall automatically be automatically released from its obligations hereunder and the Security Interest security interests in the Collateral of such Person Unrestricted Subsidiary shall be automatically released. (d) Upon any Permitted Receivables Financing permitted by the Credit Agreement, the Equity Interests of a Special Purpose Receivables Subsidiary shall be automatically released if from the security interest in such Person shall cease to be Holdings Equity Interests granted hereby. (e) Upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Indenture pursuant Credit Agreement to any person that is not a Guarantor, or upon the effectiveness of any written consent to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction release of the security interest granted hereby in any Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% 9.08 of the Equity Interests of Credit Agreement, the Issuer security interest in such Collateral shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsautomatically released. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (df) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (ce) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Loan Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment in full of all Secured outstanding Loan Obligations (other than contingent indemnification or unliquidated obligations not yet accrued or liabilities) have been paid in full in cash or immediately available funds and payablethe Lenders have no further commitment to lend under the Term Loan Agreement (the “Discharge Date”). (b) [RESERVED]. (c) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Term Loan Agreement as a result of which such Grantor ceases to be a Subsidiary of the Borrower or otherwise ceases to be a Guarantor or a Grantor; provided that the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Term Loan Agreement) and when the terms of such Guarantor consent did not provide otherwise. (d) Upon any sale or other transfer by any Grantor of any Collateral that is released from its Guarantee permitted under the Term Loan Agreement to any person that is not a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.06 10.08 of the Indenture. At the sole option of the IssuerTerm Loan Agreement, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the such Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsreleased. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (bc) or (cd) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, expense all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by will duly assign and transfer to such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral so released that may be in the Notes Collateral Agent’s possessionpossession of the Administrative Agent that has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guaranties made herein shall terminate with respect to all Secured Obligations of the Guarantors, and any Liens granted under this Agreement the Guarantors shall automatically be automatically released upon from their obligations hereunder, when (i) the payment Commitments have been terminated in full of full, (ii) all Secured the outstanding Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) have been paid in full and (iii) no Letter of Credit remains outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place). (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) of this Section 6.114.11, the Notes Collateral Administrative Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.11 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 4.11 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the Obligations of any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Guarantees, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than (i) wholly contingent indemnification obligations not yet accrued or (ii) compensation obligations with respect to increased costs or reductions in amounts received or receivable or reductions in return on capital pursuant to Section 2.14(d) of the Credit Agreement) then due and payable)owing have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the Aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Subsidiary Guarantor is released from its Guarantee pursuant ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The security interest Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral granted hereunder pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) All Collateral owned by Tahoe Joe’s (to the extent applicable), as the case may be, held under this Agreement shall be released from the Liens created thereunder, in each case without representation, warranty or recourse of any nature in accordance with the provisions of (and subject to the satisfaction of the conditions precedent specified in) Section 9.17 of the Credit Agreement. Upon the release of Collateral owned by Tahoe Joe’s pursuant to the immediately preceding sentence, Tahoe Joe’s shall automatically be released from its guarantee hereunder and cease to be a Subsidiary Guarantor. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.11, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral AgentAgent or any Secured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued then due) have been paid in full in cash or immediately available funds and payable)the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero (or cash collateralized or supported by back-to-back letter of credit in form and substance and from an issuing bank satisfactory to the Administrative Agent and the Issuing Bank) and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Loan Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Guarantor; provided that 100% such portion of the Equity Interests Lenders as shall be required by the terms of the Issuer shall be pledged Credit Agreement to have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 13.02 6.05(d) of the IndentureCredit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c) and (d) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification obligations and reimbursement obligations, in each case, that are not yet accrued due and payable)payable and for which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor Subsidiary Loan Party ceases to be a Subsidiary Loan Party, is released from its Guarantee pursuant designated as an Unrestricted Subsidiary or otherwise ceases to Section 10.06 be a Guarantor; provided that such portion of the Indenture. At Lenders as shall be required by the sole option terms of the Issuer, any Person that constitutes Holdings Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall be automatically released from its obligations hereunder have consented thereto and the terms of such consent did not provide otherwise; provided further to the extent the ABL Security Interest Documents are in effect on such date, such Subsidiary Loan Party (and the security interests in the Collateral of such Person in respect thereof) shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant ABL Security Documents concurrently with the release referred to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsclause (b). (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement or pursuant to Section 5.1 of the ABL/Term Loan Intercreditor Agreement, the security interest in any such Collateral granted hereunder shall be automatically released; provided to the extent the ABL Security Documents are in effect on such date, the security interests in such Collateral shall be released under the ABL Security Documents concurrently with the release referred to in accordance with Section 13.02 of the Indenturethis clause (c). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent (or a designated bailee, in accordance with the ABL/Term Loan Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured the Obligations and any Liens granted under this Agreement shall be automatically released upon the payment have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Credit under the Credit Agreement. (b) A Guarantor Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any Person (unless sold or transferred to a Person that is required to pledge such Collateral to the Collateral Agent pursuant to Section 5.11 of the Credit Agreement), or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.01(d) of the Credit Agreement, the security interest in such Collateral shall be automatically released. (c) If all of the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrowers pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be released from its obligations hereunder under this Agreement without further action and the Security Interest security interest in the Collateral of such Guarantor Pledgor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s Pledgor's expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and shall perform deliver to such other actions reasonably requested in writing Pledgor all related Collateral of such Pledgor held by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 13 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when (i) all Secured the Loan Document Obligations and any Liens granted under this Agreement shall be automatically released upon the payment have been indefeasibly paid in full and (ii) either (x) all Obligations under clause (b) of the definition thereof shall have been indefeasibly paid in full or (y) the occurrence of the termination, expiration or cash collateralization (on terms acceptable to the applicable Hedge Banks) of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Hedge Agreements. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Subsidiary Guarantor is released from its Guarantee pursuant ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower (or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Guarantor); provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11above, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this the Credit Agreement shall be automatically released upon the payment and (ii) all principal and interest in full respect of each Loan and all Secured other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of obligations that may thereafter arise with respect to any Secured Hedge Agreement or any Cash Management Services agreement, in each case, not yet accrued due and payable), unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank in respect thereof have not been made) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to circumstances set forth in Section 10.06 9.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c) of this Section 6.11above, the Notes Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured First Lien Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment outstanding First Lien Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement and all Secured other Permitted Debt Offering Obligations (other than contingent indemnification obligations not yet accrued and payable)under the Permitted Debt Offering Agreements have been satisfied. (b) A Guarantor Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement and each Permitted Debt Offering Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Grantor ceases to be Holdings under the Indenture pursuant a Subsidiary of VNUHF or is otherwise no longer required to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowbe a Grantor hereunder; provided that 100% of the Equity Interests of the Issuer any necessary parties shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement or any Permitted Debt Offering Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement and each other Permitted Debt Offering Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement and under the equivalent provision of any Permitted Debt Offering Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b), (c), (e) or (c) of this Section 6.11f), the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Solely with respect to any Permitted Debt Offering Obligations, a Grantor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released, in each case (i) solely with respect to Initial Permitted Debt Offering Obligations, upon the occurrence of any of the circumstances set forth in Section 8.11 of the Initial Permitted Debt Offering Agreement or (ii) with respect to any other Permitted Debt Offering Obligations, other than the Initial Permitted Debt Offering Obligations, upon the occurrence of any of the circumstances set forth under any applicable Permitted Debt Offering Agreement governing such Permitted Debt Offering Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Grantor. (f) If any Collateral shall become subject to the release provisions set forth in Section 2.04 of the Intercreditor Agreement, the lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate upon the Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Indenture, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other Pari Passu Obligations, stating that such Authorized Representative, on behalf of the holders of the applicable Other Pari Passu Obligations, disclaims and gives up any and all Secured Obligations rights it has in or to the Collateral (as defined in the applicable indenture or agreement governing such Other Pari Passu Obligations) and any Liens granted right it has under this Agreement the Security Documents. In connection with such termination, the Collateral Agent shall do or cause to be automatically released upon the payment in full of done all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)acts reasonably necessary to release all such security interests as soon as is reasonably practicable. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of Issuer or otherwise ceases to be a Pledgor; provided that the requisite Holders shall have consented to such transaction (to the extent such consent is required by the Indenture) and when the terms of such Guarantor consent did not provide otherwise. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is released from its Guarantee permitted under the Indenture to any person that is not a Pledgor (including in connection with an Event of Loss), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 the Indenture, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer that is permitted by clause (y) of the Indenture. At the sole option last paragraph of Article V of the IssuerIndenture and such permitted Transfer is to a Restricted Subsidiary that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any Person that constitutes Holdings of the Collateral shall become subject to the release provisions set forth in Section 5.1 of the Intercreditor Agreement and/or Section 11.04 of the Indenture or the equivalent provision of each Additional Secured Debt Document, such Collateral shall be automatically released from its obligations hereunder and the Security Interest security interest in the such Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; extent provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationstherein. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (df) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (ce) of this Section 6.116.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s expensePledgor’s, expense all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested in writing by Pledgor, such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral that may be in the Notes possession of the Collateral Agent’s possessionAgent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 6.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent. For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 6.15.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full in cash of all Secured Obligations (other than (i) Cash Management Obligations or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable). (b) A Guarantor . Each party hereto that is a direct or indirect Subsidiary of the Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Person shall cease ceases to be Holdings a direct or indirect Subsidiary of the Borrower. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Indenture pursuant Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction release of the security interest granted hereby in any Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% 10.01 of the Equity Interests of Credit Agreement, the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) released. In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.12, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full in cash of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate with respect and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantors, as of the date when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not yet accrued then due and payable)owing) have been paid in full and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the aggregate Total Exposure has been reduced to zero, the aggregate Commitments have been terminated in full, each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the relevant Issuing Bank. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as and when a result of which such Guarantor Subsidiary Party ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, in any case in accordance with the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Party. (i) Upon any sale or other transfer by any Grantor of any Collateral that is not prohibited by the Credit Agreement to any person that is not a Grantor (including in connection with a Casualty Event) or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 13.1 of the Indenture. At Credit Agreement, the sole option of the Issuer, any Person that constitutes Holdings security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) A Subsidiary Party shall automatically be released from its obligations hereunder and and/or the Security Interest security interests in the any Collateral of such Person shall in each case be automatically released if such Person shall cease to be Holdings under upon the Indenture pursuant occurrence of any of the circumstances set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the definition of “Holdings” and subject Collateral shall revert to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsany applicable Subsidiary Party. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.115.12, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s or Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested in writing by Grantor, such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral that may be in the Notes Collateral Agent’s possessionpossession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.12 shall be without recourse to or representation or warranty by the Notes Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Grantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral Agentpermitted to be released pursuant to this Agreement or the Security Documents.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate automatically hereunder and all rights to the Collateral shall automatically revert to the Grantors with respect no further action on the part of any Person when all the Obligations have been indefeasibly Paid in Full and the Lenders have no further commitment to all Secured Obligations lend under the Credit Agreement, the LC Exposure has been reduced to zero and any Liens granted each Issuing Bank has no further obligations to issue Letters of Credit under this the Credit Agreement and, as of such date, the Collateral Agent shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued deemed to have authorized each Grantor to file financing statements, including amendments and payable)terminations, to evidence such termination. (b) A Guarantor Any Subsidiary Party shall automatically be released from its obligations hereunder hereunder, and the Security Interest Liens created hereunder in the any Collateral of such Guarantor shall be automatically released released, as and when such Guarantor is released from its Guarantee pursuant to provided in Section 10.06 9.13 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11b), the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (d) Upon any disposition of property permitted by the Credit Agreement and subject to all applicable requirements of the Credit Agreement, (i) the Security Interest granted herein on such property shall be automatically released in accordance with Section 9.13 of the Credit Agreement and (ii) the Collateral Agent shall as of such date be deemed to have authorized the filing of financing statement amendments to evidence the foregoing release. The Collateral Agent shall further execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such release.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon the (i) payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)) or (ii) legal defeasance, covenant defeasance or discharge under Article 8 of the Indenture. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Indenture as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Subsidiary Party ceases to be a Subsidiary of Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsor becomes an Excluded Subsidiary. (c) The security interest Security Interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 upon the consummation of any transaction permitted by the IndentureIndenture as a result of which such Collateral becomes an Excluded Asset. (d) Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Indenture (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Indenture, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.116.12, the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such releasere lease, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities, instruments and written releases, terminations and similar documents. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without with out recourse to or representation or warranty by the Notes Collateral Agent and subject, if requested by the Collateral Agent, to the Collateral Agent’s receipt of a certification by the Issuers and applicable Grantor stating that such transaction is in compliance with the Indenture and the other Indenture Documents and as to such other matters as the Collateral Agent may reasonably request.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations upon termination of the Aggregate Commitments and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (A) contingent indemnification obligations not yet accrued and payable(B) obligations and liabilities under Lines of Credit, Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or otherwise subject to arrangements reasonably satisfactory to the applicable L/C Issuer). (b) A Guarantor Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.09 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowCredit Agreement; provided that 100% of the Equity Interests of the Issuer Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Grantor), (ii) any asset or property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral granted hereunder pursuant to Section 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released and the license granted in accordance Section 4.03 shall be automatically terminated with Section 13.02 of the Indenturerespect to such Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.13, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of and take all such Grantor further actions that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.09 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Borrower or any of its Subsidiaries under any Line of Credit, any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) This Agreement, the Security Interest pledge hereunder and all other security interests granted hereby and the pledge hereunder shall terminate with respect to when all Secured the Foreign Obligations and any Liens granted under this Agreement shall be automatically released upon the payment have been indefeasibly paid in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued in cash and payable)the Revolving Credit Lenders have no further commitment to lend under the Credit Agreement and the Revolving L/C Exposure has been reduced to zero. (b) A Guarantor Pledgor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Pledged Collateral of such Guarantor Pledgor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Pledgor ceases to be Holdings under the Indenture pursuant to the definition a subsidiary of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Pledged Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.114.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s Pledgor's expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon all of the payment in full of all Secured Obligations (other than (x) (i) Cash Management Obligations and (ii) Secured Obligations under Secured Hedge Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable) having been paid in full, all Letters of Credit having been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated. (b) A Guarantor Grantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Grantor ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (but only if and to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.12, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such releaserelease within a reasonable time, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guaranties made herein shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment in full of all Secured outstanding Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) of this Section 6.114.11, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.11 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 4.11 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Guarantor as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (i) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable). (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (if and to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a1) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than Secured Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification obligations and reimbursement obligations, in each case, that are not yet accrued due and payable)payable and for which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement; provided, however, that if any secured debt is outstanding under the Term Loan Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the collateral agent under the Term Loan Credit Agreement, notwithstanding anything in the foregoing to the contrary. (b2) A Guarantor Grantor that is a Subsidiary shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary Loan Party or otherwise ceases to be a Guarantor; provided that such portion of the Lenders as are required by the terms of the Credit Agreement to consent to such transaction shall have consented thereto; provided, further, to the extent the Term Loan Collateral Documents (as defined in the Intercreditor Agreement) are in effect on such date, such Grantor (and when such Guarantor the security interests in the Collateral in respect thereof) shall be released under the Term Loan Collateral Documents concurrently with the release referred to in this clause (2). (3) Upon any sale or other transfer by any Grantor of any Collateral that is released from its Guarantee permitted under the Credit Agreement to any person that is not a Grantor, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 10.08 and 10.18 of the Credit Agreement or pursuant to Section 10.06 5.1 of the Indenture. At Intercreditor Agreement, the sole option of the Issuer, any Person that constitutes Holdings security interest in such Collateral shall be automatically released from its obligations hereunder and released; provided to the Security Interest extent the Term Loan Collateral Documents are in effect on such date, the security interests in such Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant Term Loan Collateral Documents concurrently with the release referred to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsclause (3). (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d4) In connection with any termination or release pursuant to paragraph (a1), (b2) or (c3) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing requests to evidence such termination or release (including UCC termination statements) and shall perform such other actions reasonably requested in writing by will duly assign and transfer to such Grantor such of the Pledged Collateral that may be in the possession of the Collateral Agent (or a designated bailee, in accordance with the Intercreditor Agreement) and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent will not be required to take any action under this Section 7.15(4) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Grantor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was or is consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (5) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released (i) upon the occurrence of the Collateral and Guarantee Release Date and (ii) upon termination of the Commitments and payment in full of all Secured Obligations (other than Secured Swap Obligations, Secured Bilateral LC Obligations, indemnities and contingent indemnification obligations not yet accrued with respect to which no claim for reimbursement has been made, and payableother than Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Lead Borrower or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank). (b) A Guarantor Grantor (other than a Borrower) shall automatically be released from its obligations hereunder in accordance with, and to the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to extent provided by, Section 10.06 9.17 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest granted hereunder by any Grantor in any Collateral granted hereunder shall be automatically released and the license granted in accordance ‎Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 13.02 9.2 of the IndentureCredit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraph (a‎(a), (b‎(b) or (c‎(c) of this Section 6.11‎Section 5.12, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of and take all such Grantor further actions that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Article VIII and Section 9.17 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 ‎Section 5.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Specified Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Holdings or any of its Subsidiaries under any Other Arrangement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Specified Secured Party.

Termination or Release. (a) This Agreement, the Security Interest Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall automatically terminate with respect to and be released when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Junior-Priority Obligations (other than contingent indemnification obligations not yet accrued and payable)for which no claim has been made) have been paid in full in cash. (b) A Guarantor The Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby to secure any particular Series shall automatically be released from its obligations hereunder and the Security Interest released, whether in whole or in part, (i) in the Collateral case of such Guarantor shall be automatically released the 2023 Notes Obligations, as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 the extent expressly provided under the 2023 Notes Indenture, (ii) in the case of the Indenture. At 2024 Notes Obligations, as and to the sole option of extent expressly provided under the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder 2024 Notes Indenture and the Security Interest (iii) in the Collateral case of such Person shall be automatically released if such Person shall cease any Series of Pari Passu Debt Obligations, as and to be Holdings the extent expressly provided under the Indenture pursuant to the definition Pari Passu Agreement governing such Series of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Pari Passu Debt Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or above, (ci) the Company will furnish to the Junior-Priority Collateral Agent and each Authorized Representative, prior to the proposed release of this Section 6.11Collateral, an Officer’s certificate and an opinion of counsel and such other documentation as required by the then existing Indentures and any Pari Passu Agreements and (ii) upon receipt of such, the Notes Junior-Priority Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release release, and shall perform such all assignments or other actions reasonably requested in writing by instruments of transfer as may be necessary to reassign to such Grantor all rights, titles and interests in any relevant Intellectual Property as may have been assigned to effect the Junior-Priority Collateral Agent and/or its designees, subject to any disposition thereof that may have been made by the Junior-Priority Collateral Agent and/or its designees in accordance with the terms of this Agreement, and all rights and license granted to the Junior-Priority Collateral Agent and/or its designees in or to any such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessionIntellectual Property pursuant to this Agreement shall automatically and immediately terminate and all rights shall automatically and immediately revert to such Grantor. Any execution and delivery of documents pursuant to this Section 6.11 6.15 shall be without recourse to or representation or warranty by the Notes Junior-Priority Collateral AgentAgent or any other Secured Party. Without limiting the provisions of Section 6.06, the Company shall reimburse the Junior-Priority Collateral Agent upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.15.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than contingent indemnification indemnity or expense reimbursement obligations not yet accrued in respect of which no claim has been made) have been paid in full in cash or immediately available funds and payable)the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Guarantor; provided that 100% such portion of the Equity Interests Lenders as shall be required by the terms of the Issuer shall be pledged Credit Agreement to have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s expensePledgor’s, expense all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This AgreementSubject to Section 2.04, this Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment in full of all Secured outstanding Guaranteed Obligations (other than Guaranteed Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not yet due and payable (to the extent permitted by the terms thereof) and contingent indemnification obligations not yet accrued and payable)) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (other than L/C Obligations that have been fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and upon the Security Interest in consummation of any transaction permitted by the Collateral Credit Agreement as a result of which such Guarantor shall Subsidiary Party ceases to be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCompany or becomes an Excluded Subsidiary. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11b), the Notes Collateral Administrative Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) At any time that each Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Subsidiary Party is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Subsidiary Party by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. (f) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Subsidiary Party shall be released from its obligations hereunder if such Subsidiary Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Subsidiary Party hereunder.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification indemnity or expense reimbursement obligations not yet accrued in respect of which no claim has been made) have been defeased in accordance with its terms and payable)any other requirements set forth in the Note Documents then effective are satisfied. (b) The Liens securing the Note Obligations will be released in whole or in part, as provided in Section 11.04 of the Indenture. (c) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person Subsidiary Party shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement Subsidiary Party is released from its guarantee pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c12.02(b) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Note Documents, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Note Documents, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and shall perform will duly assign and transfer to such other actions reasonably requested in writing by Pledgor such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral that may be in the Notes possession of the Collateral Agent’s possessionAgent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, an Officers’ Certificate of the Company or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Note Documents and was consummated in compliance with the Note Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent. In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when (i) all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than contingent indemnification indemnity or expense reimbursement obligations not yet accrued in respect of which no claim has been made) have been paid in full in cash in immediately available funds, (ii) the Secured Parties have no further commitment to lend under any Loan Document, (iii) the Revolving L/C Exposure has been reduced to zero or cash collateralized in accordance with Section 2.05(k) of the ABL Credit Agreement, each Issuing Bank has no further obligations to issue Letters of Credit under the ABL Credit Agreement, (iv) all Swap Agreements relating to Secured Swap Obligations have been terminated or the secured party under such Swap Agreement has authorized the termination of this Agreement, and payable)(v) any other requirements set forth in the Loan Documents then effective are satisfied. (b) The Liens securing the Loan Document Obligations will be released in whole or in part, as provided in Section 10.18 of the ABL Credit Agreement. (c) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person Subsidiary Party shall be automatically released if such Person shall cease to be Holdings under the Indenture Subsidiary Party is released from its guarantee pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released Article 2 in accordance with Section 13.02 the terms of the IndentureABL Credit Agreement. (d) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Loan Documents (to the extent the release of such Collateral following such sale is permitted by the Loan Documents), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to the Loan Documents, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, Uniform Commercial Code termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Administrative Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Loan Documents and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations and any Liens granted under this Agreement shall be automatically released upon termination of the Aggregate Commitments, payment in full of all Secured outstanding Guaranteed Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuer). (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to circumstances set forth in Section 10.06 9.11(c) of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) of this Section 6.11above, the Notes Collateral Administrative Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor Guarantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in the immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) all Revolving Credit Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this Agreement shall be automatically released upon the payment in full of Credit Agreement, (ii) all outstanding Secured Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Secured Hedge Agreements and Secured Cash Management Agreements, in each case, not yet accrued due and payable; unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of the Security Interest, stating that arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit have expired or terminated (or been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and (iv) all L/C Obligations have been reduced to zero (or Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements, in each case to the extent not provided for thereunder. (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in the circumstances set forth in Section 9.10(a) of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 13.02 9.10(b) of the IndentureCredit Agreement. (dc) In connection with any termination or release pursuant to paragraph clause (a), ) or (b) or (c) of this Section 6.11above, the Notes Collateral Administrative Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) At any time that the respective Grantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 7.12.

Termination or Release. (a) This Agreement, the Guaranties hereunder, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured the Credit Agreement Obligations and any Liens granted under this Agreement shall be automatically released upon the payment have been indefeasibly paid in full in cash and the Lenders have no further commitment to lend or purchase and accept B/As under the Credit Agreement, the LC Exposure has been reduced to zero and the Letter of all Secured Obligations (other than contingent indemnification Credit Issuer has no further obligations not yet accrued and payable)to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released (i) upon the designation by the US Borrower of such Subsidiary Party as an Unrestricted Subsidiary, provided that such designation was permitted by the Credit Agreement, and when (ii) in the event that all the capital stock of such Guarantor Subsidiary Party shall be sold, transferred or otherwise disposed of to a Person that is released from its Guarantee pursuant to Section 10.06 not Holdings, the US Borrower or a Subsidiary Party in accordance with the terms of the Indenture. At Credit Agreement, provided that the sole option of Required Lenders shall have consented to such sale, transfer or other disposition (to the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder extent required by the Credit Agreement) and the Security Interest in the Collateral terms of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsconsent did not provide otherwise. (c) The security interest Upon any sale or other transfer by any Grantor or Pledgor of any Collateral that is permitted under the Credit Agreement to any Person that is not Holdings, the US Borrower or any Subsidiary Party in accordance with the terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral granted hereunder pursuant to Section 10.11 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor or Pledgor, as the case may be, at such Grantor’s or Pledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor or Pledgor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate upon the Collateral Agent’s receipt of a notice from (i) the Trustee pursuant to Section 11.07 of the Indenture, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (as defined in the Indenture), and any rights it has under the Security Documents and (ii) each Authorized Representative with respect to the Other First Lien Obligations, stating that such Authorized Representative, on behalf of the holders of the applicable Other First Lien Obligations, disclaims and gives up any and all Secured Obligations rights it has in or to the Collateral (as defined in the applicable indenture or agreement governing such Other First Lien Obligations) and any Liens granted right it has under this Agreement the Security Documents. In connection with such termination, the Collateral Agent shall do or cause to be automatically released upon the payment in full of done all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)acts reasonably necessary to release all such security interests as soon as is reasonably practicable. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture and not prohibited by any Other First Lien Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer or otherwise ceases to be a Pledgor; provided that the requisite Secured Parties shall have consented to such transaction (to the extent such consent is required by the Indenture or any Other First Lien Agreement, as applicable) and when the terms of such Guarantor consent did not provide otherwise. (c) Upon any sale or other transfer by any Pledgor of any Collateral that is released from its Guarantee permitted under the Indenture and not prohibited by any Other First Lien Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 the Indenture and each Other First Lien Agreement, the security interest in such Collateral shall be automatically released. (d) In the case of a Pledgor making a Transfer (as defined in the Indenture) that is permitted by clause (y) of the Indenture. At the sole option last paragraph of Article V of the IssuerIndenture or any Other First Lien Agreement and such permitted Transfer is to a Restricted Subsidiary (as defined in the Indenture) that is not a Pledgor, the security interest in the Collateral of such Pledgor shall be automatically released. (e) If any Person that constitutes Holdings of the Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or the equivalent provision of any other Intercreditor Agreement, or Section 11.04 of the Indenture or the equivalent provision of each Other First Lien Agreement, such Collateral shall be automatically released from its obligations hereunder and the Security Interest security interest in such Collateral to the Collateral of such Person extent provided therein. (f) There shall be automatically released if an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute ABL Priority Collateral but is at such Person shall time not subject to a Lien securing ABL Obligations, other than any assets or property that cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption a Lien securing ABL Obligations in connection with a release or discharge by or as a result of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof payment in the Indenture full and satisfaction termination of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowABL Obligations; provided that 100% of the Equity Interests of the Issuer that, if such property and assets are subsequently subject to a Lien securing ABL Obligations (other than Excluded Property), such property and assets shall be pledged to the Notes subsequently constitute Collateral Agent to secure the Secured Obligationshereunder. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (dg) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent shall perform not be required to take any action under this Section 6.15(g) unless such other actions Pledgor shall have delivered to the Collateral Agent, together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of an Officer of the Issuer certifying that the transaction giving rise to such releasetermination or release is permitted by the Indenture, including delivery of Pledged Certificated Securities then was consummated in compliance with the Notes Collateral Agent’s possessionIndenture Documents and is not prohibited under any Other First Lien Agreement. Any execution and delivery of documents pursuant to this Section 6.11 6.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent. For the avoidance of doubt, no Lien on any asset or property of a Pledgor created hereunder to secure the Obligations shall be released hereunder unless the release of such Lien is permitted by and pursuant to this Section 6.15.

Termination or Release. (a) This Agreement, the Security Interest Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon termination of the Commitments and payment in full of all Secured Obligations (other than (i) obligations under Secured Cash Management Agreements or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place). (b) A Guarantor shall automatically be released from its obligations hereunder and Upon any sale or transfer by Holdings of any Pledged Collateral that is permitted under the Security Interest Credit Agreement (other than a sale or transfer to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsreleased. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) of this Section 6.114.12, the Notes Collateral Agent shall execute and deliver to any Grantor Holdings, at such Grantor’s Holdings’ expense, all documents prepared by or on behalf of such Grantor that such Grantor Holdings shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor Holdings to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the security interests granted under this Agreement of the Obligations of Holdings under any Secured Hedge Agreement and any Secured Cash Management Agreement shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Secured Cash Management Agreement are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until, and shall terminate on, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Termination Date. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest security interests created hereunder in the Collateral of such Guarantor Grantor shall be automatically released in the circumstances set forth in Section 9.09 of the Credit Agreement, including, with respect to any Subsidiary Party, as and when such Guarantor is released from its Guarantee a result of any transaction permitted under the Credit Agreement pursuant to Section 10.06 which such Subsidiary Party ceases to be a Subsidiary of the Indenture. At the sole option Parent Borrower. (c) Upon any sale, transfer or other disposition by any Grantor of the Issuer, any Collateral that is permitted under Section 4.1(d) to any Person that constitutes Holdings is not another Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral as set forth in Section 9.09 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) The security interests granted hereunder on any Collateral, to the extent such Collateral is comprised of property leased to a Grantor, shall be automatically released from its obligations hereunder and the Security Interest in the Collateral upon termination or expiration of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationslease. (ce) The security interest in any Collateral granted hereunder shall be automatically released in any circumstance set forth in Section 9.09 of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 13.02 9.09 of the IndentureCredit Agreement. (df) In connection with any termination or release pursuant to paragraph (aSection 7.12(a), (b) ), (c), (d), or (c) of this Section 6.11e), the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all UCC termination statements and similar documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral AgentAgent or any Secured Party. Without limiting the provisions of Section 7.10, the Parent Borrower shall reimburse (or cause to be reimbursed) the Collateral Agent promptly following a written demand therefor, together with backup documentation supporting such reimbursement request, for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.12 in accordance with Section 10.03 of the Credit Agreement.

Termination or Release. (a) This Agreement shall remain in full force and effect until such time as the Secured Obligations have been paid in full, at which time this Agreement shall automatically terminate. Upon the termination of this Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released Collateral Agent shall, upon the payment in full request and at the expense of the Grantors, execute and deliver all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)documents reasonably requested by the Grantors to evidence such termination. (b) A Guarantor shall automatically By accepting the benefits hereof, each Secured Party irrevocably authorizes and directs the Collateral Agent, at its option and in its discretion: (i) to release any Lien on any property granted to or held by the Collateral Agent under this Agreement (A) that is sold or otherwise disposed of or to be released sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited under the Loan Document, (B) to the extent such property becomes Excluded Property, or (C) if approved, authorized or ratified in accordance with the provisions of the Loan Documents; (ii) to subordinate any Lien on any property of any Grantor granted to or held by the Collateral Agent under this Agreement to the holder of any Lien on such property, to the extent that (A) such property constitutes fixed or capital assets acquired, constructed or improved by such Grantor, and (B) such Lien is permitted pursuant to the terms of the Loan Documents; and (iii) to release any Grantor from its obligations hereunder and under this Agreement (including the Security Interest in release of all Liens on such Grantor’s property granted to or held by the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released Agent under this Agreement) if such Person shall cease to be Holdings a Subsidiary (or otherwise becomes an Excluded Subsidiary) as a result of a transaction not prohibited under the Indenture Loan Documents; provided, that, no such release shall occur pursuant to the definition this clause (iii) if such Grantor continues to be obligated in respect of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof any Secured Obligations. In each case as specified in the Indenture and satisfaction of immediately preceding sentence, the Collateral and Guarantee Requirement by such entityAgent will, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of at the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a)Company’s expense, (b) or (c) of this Section 6.11, the Notes Collateral Agent shall execute and deliver to any the applicable Grantor at such Grantor’s expense, all documents prepared by or on behalf as such Grantor may reasonably request to evidence the release of such Grantor that item of Collateral from the security interest granted under this Agreement or to subordinate its interest in such item, or to release such Grantor shall reasonably request from its obligations under this Agreement, in writing to evidence such termination or release and shall perform such other actions reasonably requested each case in writing by such Grantor to effect such release, including delivery accordance with the terms of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Agentimmediately preceding sentence.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all outstanding Secured Obligations (other than Secured Obligations in respect of Secured Hedge Agreements and Cash Management Obligations not yet due and payable (to the extent permitted by the terms thereof) and contingent indemnification obligations not yet accrued and payable)) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (except if such Letter of Credit is fully cash collateralized or supported by a backstop letter of credit in each case in an amount and on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor (including relevant certificates, securities and other instruments) that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 7.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13.

Termination or Release. (a) This Agreement, the Security Interest pledges made herein and all other security interests granted hereby hereby, and all other Security Documents securing the Obligations, shall automatically terminate with respect and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued and payable)then due) have been paid in full in cash or immediately available funds. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by any Credit Document as and when a result of which such Guarantor Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and from its Subsidiary guarantees of all Credit Documents or otherwise ceases to be a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Party. (i) Upon any sale or other transfer by any Pledgor of any Collateral that is not prohibited by any Credit Document to any person that is not a Pledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.06 9.01 of the Indenture. At Term Loan Agreement and any equivalent provision of each applicable other Credit Document, the sole option of the Issuer, any Person that constitutes Holdings security interest in such Collateral shall be automatically released from its obligations hereunder and the Security Interest in the Collateral released, all without delivery of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition any instrument or performance of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents any act by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsany party. (cd) The security interest securing Term Loan Obligations will be released as provided in any Collateral granted hereunder shall Section 9.19 of the Term Loan Agreement, the security interest securing Indenture Obligations will be automatically released as provided in accordance with Section 13.02 11.04 of the Indenture, and the security interest securing any Other Second-Priority Lien Obligations will be released as provided in the applicable Other Second-Priority Lien Documents. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.115.13, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested in writing by Pledgor, such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Stock that may be in the Notes Collateral Agent’s possessionpossession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.13 shall be without recourse to or representation or warranty by the Notes Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral Agentpermitted to be released pursuant to this Agreement or the Security Documents.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured the Loan Document Obligations and any Liens granted under this Agreement shall be automatically released upon the payment have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and and, in the case of a Subsidiary Party that is a Subsidiary Grantor, the Security Interest in the Collateral of such Guarantor Subsidiary Grantor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Subsidiary Party ceases to be Holdings under the Indenture pursuant to the definition a Subsidiary of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that, after giving effect to secure such release, there is no Default under the Secured ObligationsCredit Agreement. (c) The security interest Upon any sale or other transfer by any Grantor of any Collateral that is not prohibited by the Credit Agreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral granted hereunder pursuant to Section 9.02 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released in accordance with Section 13.02 of released; provided that after giving effect to such release, there is no Default under the IndentureCredit Agreement. (d) Notwithstanding anything herein to the contrary, the Security Interest shall be released at any time when (i) Holdings has a Credit Rating of (A) Baa1 with stable outlook or better from ▇▇▇▇▇’▇ or (B) BBB+ with stable outlook or better from S&P; provided that if the Credit Ratings are not at the same level, the lower Credit Rating is not more than one notch worse than the higher Credit Rating, (ii) no Default has occurred and is continuing or would result from such release and (iii) the Administrative Agent shall have received a certificate from a Financial Officer of Holdings or the Parent Borrower confirming that the conditions in this paragraph (d) are satisfied. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.11above, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon the payment in full Discharge of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Obligations. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Restricted Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (if and to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (aSection 6.11(a), (b) or (c) of this Section 6.11), the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon the Discharge of Obligations, in each case, unless the Obligations under any such Secured Hedge Agreement or any such Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full in cash in immediately available funds) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Secured Approved Counterparty.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Collateral created hereby and all other security interests granted hereby hereby, shall automatically terminate with respect and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Holdings, as of the date when all Secured the Obligations (as defined in the Collateral Agreement) (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds and any Liens granted the Lenders have no further commitment to lend under this Agreement shall be automatically released the Credit Agreement, the Revolving Facility Credit Exposure has been reduced to zero and each L/C Issuer has no further obligations to issue Letters of Credit under the Credit Agreement; provided that, upon the payment in full of all Secured the Obligations, the Agent may assume that no Obligations (other than contingent indemnification obligations not yet accrued and payable)are outstanding unless otherwise advised in writing by the Borrower. (b) A Guarantor shall automatically be released from its obligations hereunder and Upon any sale or other transfer by Holdings of any Collateral that is not prohibited by the Security Interest Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 released, all without delivery of the Indenture. At the sole option any instrument or performance of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents act by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsany party. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) of this Section 6.11Paragraph 26, the Notes Collateral Agent shall execute and deliver to any Grantor Holdings, at such GrantorHoldings’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Holdings shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Equity that may be in the Notes Collateral Agent’s possessionpossession of the Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 Paragraph 26 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Term Credit Obligations (other than contingent indemnification or unliquidated obligations not yet accrued or liabilities with respect to which no claim has been asserted) have been paid in full in cash or immediately available funds and payable)the Lenders have no further commitment to lend under the Term Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest Interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Term Credit Agreement, as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Company or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Pledgor; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent such consents are required by the Secured ObligationsTerm Credit Agreement) and the terms of such consent did not provide otherwise. (c) The security interest Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Term Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral granted hereunder pursuant to the terms of Section 10.01 of the Term Credit Agreement, the Security Interest in such Collateral shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.14, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and release; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.14(d) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Company or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Term Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.14 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations upon termination of the Aggregate Commitments and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (A) contingent indemnification obligations not yet accrued and payable(B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements, except as to amounts that are due and payable thereunder for which the Administrative Agent has received a written notice from the applicable Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer). (b) A Guarantor Grantor (other than a Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.09 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowCredit Agreement; provided that 100% of the Equity Interests of the Issuer Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Grantor), including, but not limited to, any sale of accounts and related assets sold under a Receivables Facility, (ii) any asset or property becoming an Excluded Asset or (iii) the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral granted hereunder pursuant to Section 9.09 or 10.01 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released and the license granted in accordance Section 4.03 shall be automatically terminated with Section 13.02 of the Indenturerespect to such Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.13, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of and take all such Grantor further actions that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.09 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of Parent or any of its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) This Agreement, the Security Interest Agreement and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon when (i) all the payment in full of all Secured Loan Document Obligations (other than including all LC Disbursements, if any, but excluding contingent indemnification obligations not yet accrued as to which no claim has been made) have been paid in full, (ii) all Commitments have terminated or expired and payable)(iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the Issuing Banks have no further obligations to issue or amend Letters of Credit under the Credit Agreement. (b) A Guarantor This Agreement and all security interests granted hereby shall automatically be released from its obligations hereunder terminate with respect to the Existing Notes Trustee and the Security Interest Existing Notes Holders when all Existing Notes Obligations have been paid in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsfull. (c) The All security interest interests granted hereby shall also terminate and be released with respect to a Grantor or an asset at the time or times and in any Collateral granted hereunder shall be automatically released the manner set forth in accordance with Section 13.02 9.14 of the IndentureCredit Agreement. (d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (e) If at any time Pledged Equity Interests pledged under this Agreement no longer constitute Principal Property Collateral, then the Borrower will promptly notify the Administrative Agent thereof and the security interests in such Collateral securing the Existing Notes Obligations shall be automatically released; provided that after such time the security interests in such Collateral securing the Credit Agreement Obligations shall automatically, and without further action, be governed by, subject to the provisions of, and deemed held by the Administrative Agent under the Pledge and Guarantee Agreement. (f) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 6.114.12, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon when all the payment in full of all Secured outstanding Obligations (in each case other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable)) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Grantor (other than Holdings and the Borrower) shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowCredit Agreement; provided that 100% of the Equity Interests of the Issuer Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale to another Grantor), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral granted hereunder pursuant to Section 9.11 of the Credit Agreement, the security interest of such Grantor in such Collateral shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.13, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.11 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This AgreementSubject to Section 2.04, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement and the Guarantees made herein shall automatically terminate and be automatically released upon on the earlier to occur of (i) the satisfaction of the provisions of Section 9.18(c) of the Credit Agreement and (ii) payment in full in cash of all Secured the Loan Document Obligations (other than contingent indemnification obligations not yet accrued for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made), the expiration or termination of the Lenders’ commitments to lend under the Credit Agreement, the reduction of the LC Exposure to zero and payable)the expiration or termination of the Issuing Banks’ obligations to issue, amend or extend Letters of Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of under this Agreement upon: (i) such Guarantor shall be automatically released having been designated as and when an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement, (ii) all the Equity Interests in such Guarantor is released from held by the Borrower and its Guarantee pursuant Subsidiaries having been sold or otherwise disposed of (other than to Section 10.06 the Borrower or any of its Subsidiaries) (including by merger or consolidation) in any transaction not prohibited by the Credit Agreement, (iii) such Guarantor having ceased to be a wholly owned Subsidiary as a result of the Indenture. At the sole option consummation of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption sale or disposition of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% or any part of the Equity Interests of such Subsidiary not prohibited under the Issuer shall Credit Agreement and entered into for a valid business purpose, (iv) the release of such Guarantor from its obligations under this Agreement having been approved or authorized in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be pledged to required in accordance with Section 9.02 of the Notes Collateral Agent to secure Credit Agreement) or (v) in accordance with Section 9.18 of the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) of this Section 6.11Section, the Notes Collateral Administrative Agent shall execute and and/or deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all releases and other documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 6.11 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest pledges and guarantees made herein, the Liens in the Pledged Collateral created hereby and all other security interests granted hereby hereby, shall automatically terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall and/or be automatically released (i) upon the payment in full occurrence of the Termination Date or, if any Other First Lien Obligations secured by the Lien granted hereby are outstanding on the Termination Date, the date after the Termination Date when all Secured such Other First Lien Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued then due and payable)any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and release of the Pledged Collateral) have been paid in full and the Secured Parties have no further commitment to extend credit under any such Other First Lien Agreement, or (ii) otherwise in accordance with Section 9.18 of the Credit Agreement and the equivalent provision of any applicable Other First Lien Agreement. (b) A Guarantor The security interest in the Pledged Collateral shall be automatically be released from its obligations hereunder released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by Holdings of any Pledged Collateral that is permitted by the Credit Agreement and the Security Interest each Other First Lien Agreement then in effect to any person that is not Holdings or a Pledgor (as defined in the Collateral Agreement), (ii) upon the effectiveness of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 10.06 9.08 of the Indenture. At the sole option Credit Agreement and any equivalent provision of the Issuereach applicable Other First Lien Agreement (in each case, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof extent required thereby), or (iii) as otherwise may be provided in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsany applicable Intercreditor Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.15, the Notes Collateral Agent shall execute and deliver to any Grantor at such Grantor’s expense, Holdings all documents prepared by or on behalf of such Grantor that such Grantor Holdings shall reasonably request in writing to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to Holdings, such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral that may be in the Notes possession of the Collateral Agent’s possessionAgent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 6.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent. In connection with any release pursuant to this Section 6.15, Holdings shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Pledged Collateral permitted to be released pursuant to this Agreement. Holdings agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) This Agreement, the The Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon continue in effect until the payment Specified Date. Notwithstanding anything in full of all Secured Obligations this Security Agreement or the Note or any Financing Document to the contrary, (other than contingent indemnification obligations not yet accrued and payable). (ba) A Guarantor any Grantor shall automatically be released from its obligations hereunder under this Security Agreement (and the any Lien granted by such Grantor pursuant to this Security Interest in the Collateral of such Guarantor Agreement shall be automatically released released) (i) upon the consummation of any transaction or series of related transactions permitted under the Note if as and when a result thereof such Guarantor is Grantor ceases to be a Subsidiary or becomes an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited under this Security Agreement or the Note), provided that if any Grantor ceases to constitute a wholly-owned Subsidiary, such Grantor shall not be released from its Guarantee pursuant to Section 10.06 this Security Agreement unless (A) such Grantor is no longer a direct or indirect Subsidiary of the Indenture. At Issuer or (B) after giving pro forma effect to such release and the sole option consummation of the Issuerrelevant transaction, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest Issuer is deemed to have made a new Investment in the Collateral of such Person shall be automatically released (as if such Person was then newly acquired); it being understood that this proviso shall cease to be Holdings under not limit the Indenture pursuant to release of any Grantor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a wholly-owned Subsidiary of the Issuer (this proviso, the “Specified Grantor Release Provision”) and/or (ii) upon the occurrence of the earlier of (x) the date on which the Notes have been fully converted in accordance with the terms of the Note and (y) the Maturity Date and (b) any Grantor that meets the definition of “HoldingsExcluded Subsidiary” and subject shall be released by the Noteholder promptly following the request therefor by the Issuer, subject, if applicable, to the assumption Specified Grantor Release Provision. (b) Notwithstanding anything in this Security Agreement or the Note to the contrary, the Noteholder will release any Lien granted to or held by the Noteholder upon any Collateral (A) upon the occurrence of all obligations the earlier of “Holdings” (i) the date on which the Notes have been fully converted in accordance with the terms thereof and (ii) the Maturity Date, (B) constituting property sold or to be sold or otherwise Disposed of as part of or in connection with any Disposition permitted under the Notes Documents by such other entity Note or under any Finance Document or to which the Noteholder has consented, (C) that does not constitute (or ceases to constitute) Collateral, (D) in accordance with Section 12 of the Note Purchase Agreement (E) otherwise pursuant to and in accordance with the definition thereof provisions of any applicable Finance Document or (F) if approved, authorized or ratified in writing by the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsNoteholder. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11above, the Notes Collateral Agent Noteholder shall promptly execute (if applicable) and deliver to any Grantor Grantor, at such Grantor’s expense, (i) all UCC termination statements and/or UCC amendments and similar documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence and/or effectuate such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release(ii) all or the relevant portion of, including delivery of as applicable, the Pledged Certificated Securities then in the Notes Collateral Agent’s possessionCollateral. Any execution and delivery of documents any document pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral AgentNoteholder.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this the Credit Agreement shall be automatically released upon the payment and (ii) all principal and interest in full respect of each Loan and all Secured other Guaranteed Obligations (other than contingent indemnification obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) shall have been paid in full in cash, provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to Swap Agreements the obligations under which constitute Swap Obligations or documentation executed in connection with Deposit Obligations to the extent not yet accrued and payable)provided for thereunder. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to circumstances set forth in Section 10.06 9.09 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph clauses (a), (b) or (cb) of this Section 6.114.11, the Notes Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor Guarantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 4.11 shall be without recourse to or representation or warranty by the Notes Administrative Agent or the Collateral Agent. (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) of this Section 4.11. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued and payable)then due) have been paid in full in cash or immediately available funds. (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Loan Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Guarantor; provided that 100% such portion of the Equity Interests Lenders as shall be required by the terms of the Issuer shall be pledged Credit Agreement to have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 13.02 6.05(d) of the IndentureCredit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (de) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c) and (d) of this Section 6.117.15, the Notes Collateral each Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, authorization to file UCC termination statements) and will duly assign and transfer to such Pledgor such of the Pledged Collateral that may be in the possession of such Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that each Agent shall perform not be required to take any action under this Section 7.15(e) unless such other actions Pledgor shall have delivered to such Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral any Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon when all the payment outstanding Secured Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable)Credit under the Credit Agreement. (b) A Guarantor Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Grantor ceases to be Holdings under the Indenture pursuant a Subsidiary of VNUHF or is otherwise no longer required to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowbe a Grantor hereunder; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby Guarantees made herein shall terminate with respect to all Secured Guaranteed Obligations when (i) all Revolving Credit Commitments have expired or been terminated and any Liens granted the Lenders have no further commitment to lend under this the ABL Credit Agreement shall be automatically released upon the payment and (ii) all principal and interest in full respect of each Loan (including Swing Loans) and all Secured other Guaranteed Obligations (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Guaranteed Obligations in respect of Obligations that may thereafter arise with respect to any Secured Hedge Agreement or Cash Management Services not yet accrued due and payable, unless the Collateral Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to each applicable Hedge Bank or Cash Management Bank, as the case may be, in respect thereof have not been made) shall have been paid in full in cash, (iii) all Letters of Credit shall have expired or terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer) and (iv) all Letter of Credit Obligations have been reduced to zero (or Cash Collateralized in a manner reasonably satisfactory to the applicable Issuer), provided, however, that in connection with the termination of this Agreement, the Administrative Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Guaranteed Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may thereafter arise with respect to the Secured Hedge Agreements or Cash Management Obligations to the extent not provided for thereunder. (b) A Guarantor that is a Restricted Subsidiary shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to circumstances set forth in Section 10.06 11.11 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsABL Credit Agreement. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c) of this Section 6.11above, the Notes Administrative Agent and the Collateral Agent shall promptly execute and deliver to any Grantor Guarantor, at such GrantorGuarantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Guarantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 4.12 shall be without recourse to or representation or warranty by the Notes Administrative Agent or the Collateral Agent. 11 Form of J. Crew Guaranty (ABL) (d) At any time that the respective Guarantor desires that the Administrative Agent or the Collateral Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Termination or Release. (a1) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than Secured Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification obligations and reimbursement obligations, in each case, that are not yet accrued due and payable)payable and for which no claim has been asserted) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement; provided, however, that if any secured debt is outstanding under the ABL Credit Agreement, all such Collateral in the form of possessory collateral shall be transferred to the collateral agent under the ABL Credit Agreement, notwithstanding anything in the foregoing to the contrary. (b2) A Guarantor Grantor that is a Subsidiary shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary Loan Party or otherwise ceases to be a Guarantor; provided that such portion of the Lenders as are required by the terms of the Credit Agreement to consent to such transaction shall have consented thereto; provided, further, to the extent the ABL Collateral Documents (as defined in the Intercreditor Agreement) are in effect on such date, such Grantor (and when such Guarantor the security interests in the Collateral in respect thereof) shall be released under the ABL Collateral Documents concurrently with the release referred to in this clause (2). (3) Upon any sale or other transfer by any Grantor of any Collateral that is released from its Guarantee permitted under the Credit Agreement to any person that is not a Grantor, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Sections 10.08 and 10.18 of the Credit Agreement or pursuant to Section 10.06 5.1 of the Indenture. At Intercreditor Agreement, the sole option of the Issuer, any Person that constitutes Holdings security interest in such Collateral shall be automatically released from its obligations hereunder and released; provided to the Security Interest extent the ABL Collateral Documents are in effect on such date, the security interests in such Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant ABL Collateral Documents concurrently with the release referred to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligationsclause (3). (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d4) In connection with any termination or release pursuant to paragraph (a1), (b2) or (c3) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing requests to evidence such termination or release (including UCC termination statements) and shall perform such other actions reasonably requested in writing by will duly assign and transfer to such Grantor such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Collateral Agent will not be required to take any action under this Section 7.15(4) unless such Grantor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request: (a) a reasonably detailed description of the Collateral, which in any event is sufficient to effect the appropriate termination or release without affecting any other Collateral and (b) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Grantor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was or is consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (5) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest Interest, the grant of a security interest in the Pledged Collateral and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full in cash of the Loans and all Secured the other Loan Documents Obligations (other than unasserted contingent and indemnification obligations not yet accrued obligations), termination of all Commitments and payableIncremental Revolving Commitments and reduction of all exposure under any letters of credit issued under the Credit Agreement to zero (or the making of other arrangements satisfactory to the issuers thereof). (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Subsidiary Party ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.09 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) At any time that a Grantor desires that the Administrative Agent take any action to acknowledge or give effect to any release of a Grantor or Collateral pursuant to the foregoing Section 7.13(a), (b) or (c), the Borrower shall deliver to the Administrative Agent a certificate signed by a principal executive officer of the Borrower stating that the release of the respective Grantor or Collateral is permitted pursuant to such Section 7.13(a), (b) or (c). In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11), the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall perform such other actions reasonably requested not in writing any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of the Subsidiaries in respect of) all interests in Collateral retained by such Grantor to effect such release, including delivery the Borrower or any of Pledged Certificated Securities then in the Notes Collateral Agent’s possessionSubsidiaries. Any execution and delivery of documents pursuant to this Section 6.11 7.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (e) The Administrative Agent shall have no liability whatsoever to any other Secured Party as the result of any release of any Subsidiary Party or Collateral by it in accordance with (or which the Administrative Agent in good faith believes to be in accordance with) this Section 7.13.

Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to hereby, and all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon other Security Documents securing the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payableincluding without limitation foreign security documents), shall automatically terminate as of the Termination Date. In connection with such termination, the Collateral Agent shall do or cause to be done all acts reasonably necessary to release all such security interests as soon as is reasonably practicable. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Subsidiary Party ceases to be Holdings under the Indenture pursuant a Subsidiary or otherwise ceases to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowbe a Pledgor; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The security interest Security Interest in any Collateral shall automatically be released (i) upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor (including in connection with an Event of Loss) or (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.08 of the Credit Agreement. (d) If any Collateral shall become subject to the release provisions set forth in Section 2.05 of the ABL Intercreditor Agreement or Section 9.19 of the Credit Agreement, the Lien created hereunder on such Collateral shall be automatically released in accordance with Section 13.02 of to the Indentureextent provided therein. (de) There shall be an automatic release of the Lien hereunder on any property and assets of any Pledgor that would constitute Notes Priority Collateral but is at such time not subject to a Lien securing Notes Obligations, other than any assets or property that cease to be subject to a Lien securing Notes Obligations in connection with a release or discharge by or as a result of payment in full and termination of the Notes Obligations; provided that, if such property and assets are subsequently subject to a Lien securing Notes Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral hereunder. (f) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including Uniform Commercial Code termination statements), and shall perform will duly assign and transfer to such other actions reasonably requested in writing by Pledgor, such Grantor to effect such release, including delivery of the Pledged Certificated Securities then Collateral that may be in the Notes possession of the Collateral Agent’s possessionAgent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than contingent indemnification or unliquidated obligations not yet accrued or liabilities) have been paid in full in cash or immediately available funds and payable)the Lenders have no further commitment to lend under the Credit Agreement, the L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Pledgor; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.09 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s expensePledgor’s, expense all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided, that the Collateral Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations upon termination of the Commitments and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than (i) indemnities and contingent indemnification obligations not yet accrued with respect to which no claim for reimbursement has been made in writing, (ii) Swap Agreements, and payable(iii) Banking Services, other than Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the applicable Issuing Bank and the Company or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank). (b) A Guarantor Grantor (other than the Company) shall automatically be released from its obligations hereunder in accordance with, and to the Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to extent provided by, Section 10.06 9.14 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured ObligationsCredit Agreement. (c) The security interest granted hereunder by any Grantor in any Collateral granted hereunder shall be automatically released and the license granted in accordance Section 4.03 shall be automatically terminated with respect to such Collateral (i) at the time the property subject to such security interest is transferred or to be transferred as part of or in connection with any transfer not prohibited by the Credit Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by such Grantor upon its reasonable request without further inquiry) to any person other than a Grantor, (ii) subject to Section 13.02 9.02 of the IndentureCredit Agreement, if the release of such security interest is approved, authorized or ratified in writing by the Required Lenders or (iii) upon release of such Grantor from its obligations hereunder pursuant to Section 5.12(b) above. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.115.12, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of and take all such Grantor further actions that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Article VIII and Section 9.14 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 5.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Secured Party by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Company or any of its Subsidiaries under any Loan Document shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Secured Party.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Revolving Credit Commitments have expired or been terminated, (ii) the principal of and any Liens granted under this Agreement shall be automatically released upon the payment in full of interest on each Revolving Credit Loan (including Swing Line Loans) and all fees and other Secured Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligations not yet accrued indemnity obligations) shall have been paid in full, (iii) all Letters of Credit shall have expired or terminated (or been cash collateralized or backstopped in an amount equal to 101.5% of the L/C Obligations or in respect of which other arrangements reasonably satisfactory to the Administrative Agent and payableL/C Issuers have been made) and (iv) all L/C Obligations have been reduced to zero (or been cash collateralized or backstopped in an amount equal to 101.5% of the L/C Obligations or in respect of which other arrangements reasonably satisfactory to the Administrative Agent and L/C Issuers have been made); provided that in connection with the termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked. (b) A Guarantor Grantor which is a Restricted Subsidiary shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Grantor ceases to be Holdings under the Indenture pursuant to the definition a Restricted Subsidiary of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Borrower or a Material Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.10 or 10.01 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c) of this Section 6.11), the Notes Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 8.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in immediately preceding clause (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Agreement.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than (i) obligations under Secured Cash Management Agreements or obligations under Secured Hedge Agreements not yet due and payable and (ii) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place). (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower or becomes an Excluded Subsidiary; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (if and to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer to another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.12, the Notes Collateral Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Secured Cash Management Agreements shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or, if satisfactory to the relevant Issuing Bank in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Secured Cash Management Agreements are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank that is not a Lender.

Termination or Release. (a) This Agreement, the guarantees made herein, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Loan Document Obligations (other than contingent indemnification or unliquidated obligations or liabilities not yet accrued then due) have been paid in full in cash or immediately available funds and payable)the Lenders have no further commitment to lend under the Credit Agreement, the Revolving L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest security interests in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease Borrower or otherwise ceases to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowa Guarantor; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent such consent is required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.15, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Pledgor, at such Grantor’s expensePledgor’s, expense all documents prepared by or on behalf of such Grantor that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and release; provided, that the Administrative Agent shall perform not be required to take any action under this Section 7.15(d) unless such other actions Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably requested detailed description of the Collateral, which in writing by such Grantor any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such release, including delivery of Pledged Certificated Securities then Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Notes Collateral Agent’s possessionLoan Documents. Any execution and delivery of documents pursuant to this Section 6.11 7.15 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon (i) termination of the Aggregate Commitments, (ii) payment in full of all outstanding Secured Obligations (other than (A) contingent indemnification obligations not yet accrued and payable(B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) shall have been paid in full in cash and (iii) the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form and substance reasonably satisfactory to each L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to each L/C Issuer shall have been made). (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interest in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in the circumstances set forth in Section 9.10(a) of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 13.02 9.10(b) of the IndentureCredit Agreement. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) of this Section 6.116.13, the Notes Collateral Administrative Agent shall promptly execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessioncertificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (d) At any time that the respective Grantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 6.13. (e) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, by the acceptance of the benefits under this Agreement, each Cash Management Bank and each Hedge Bank hereby acknowledges and agrees that (i) the obligations of the Loan Parties or any of their Restricted Subsidiaries under any Secured Hedge Agreement or Secured Cash Management Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the principal of and any Liens granted interest under this Agreement shall be automatically released upon the payment in full of Senior Secured Notes and all fees and other Secured Obligations (other than contingent indemnification obligations not yet accrued indemnity obligations) shall have been paid in full and payable)(ii) at such other time as provided in Section 2.05 of the Intercreditor Agreement or Section 10.03 and Section 10.04 of the Indenture; provided that in connection with the termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as and when a result of which such Guarantor Grantor is released from its Guarantee pursuant to Section 10.06 11.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture (other than to another Grantor) and any other Senior Secured Notes Document, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02, Section 10.03 and Section 10.04 of the Indenture (or such equivalent provision in any other Senior Secured Notes Document), the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c) of this Section 6.11, the Notes Collateral Agent shall promptly (after reasonable advance notice) execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 8.13 shall be without recourse to or representation or warranty by the Notes Collateral Agent or any Secured Party. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in immediately preceding clause (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b), or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Agreement.

Termination or Release. (a) This Agreement, Agreement and the Security Interest and all other security interests granted hereby (i) shall automatically terminate with respect to when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than unasserted contingent indemnification obligations not yet accrued due and payable). ) have been paid in full (bat which time the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor’s expense, all UCC termination statements or their equivalent in any other jurisdiction and other documents which such Pledgor shall reasonably request to evidence such termination) and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment in respect of any Obligation is rescinded or must otherwise be restored by any Secured Party upon any bankruptcy or reorganization of any Pledgor or otherwise. Any execution and delivery of termination statements or documents pursuant to this Section 12(a) shall be without recourse to or warranty by the Collateral Agent. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest Interests in the Collateral of such Subsidiary Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided event that 100% of the Equity Interests of the Issuer such Subsidiary Guarantor shall be pledged sold, transferred or otherwise disposed of pursuant to a transaction permitted under the Credit Agreement to a Person that is not an Affiliate of Borrower such that such Person is no longer a Restricted Subsidiary of Borrower. (b) Upon any sale or other transfer by any Pledgor of any Securities Collateral that is permitted under the Credit Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the Notes release of the security interests granted hereby in any Securities Collateral Agent pursuant to secure Section 9.08 of the Secured ObligationsCredit Agreement, the security interests in such Securities Collateral shall be automatically released. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11b), the Notes Collateral Agent shall execute and deliver to any Grantor Pledgor, at such GrantorPledgor’s expense, all documents prepared by documents, including the certificates representing the applicable Pledged Securities that have been delivered to the Collateral Agent or, in the event of any such certificate has been lost, mutilated or on behalf destroyed, an affidavit of such Grantor lost certificate, that such Grantor Pledgor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possession. Any execution and delivery of documents pursuant to this Section 6.11 12 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate with respect to in their entirety when all Secured Obligations and any Liens granted under this Agreement shall be automatically released upon the payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued Contingent Obligations) have been paid in full in cash and payablethe Lenders have no further commitment to lend or otherwise extend credit under the Credit Agreement, the Issuing Banks have no further obligation to issue Letters of Credit, the LC Exposure has been reduced to zero or, with the consent of each affected Issuing Bank, cash collateralized pursuant to arrangements satisfactory to such Issuing Bank (which arrangements result in the release of the Lenders from their obligation to make payments in respect of LC Advances). (b) A Guarantor Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest any security interest granted by such Subsidiary Loan Party (or in the Collateral Equity Interests of such Guarantor Subsidiary Loan Party) hereunder shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as and when a result of which such Guarantor is released from its Guarantee pursuant Subsidiary Loan Party ceases to Section 10.06 be a Subsidiary of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowBorrower; provided that 100% of the Equity Interests of the Issuer Required Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under the Credit Agreement (other than to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.117.12, the Notes Collateral Agent shall promptly execute and deliver to any Grantor Loan Party, at such GrantorLoan Party’s expense, all documents prepared by or on behalf of such Grantor that such Grantor Loan Party shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor subject to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessionreceipt of a certification by the Borrower and applicable Loan Party stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and as to such other matters as the Collateral Agent may reasonably request. Any execution and delivery of documents pursuant to this Section 6.11 7.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Obligations (other than, with respect to the termination of the Security Interest and all other security interests granted hereby only, any Obligations that consist solely of contingent obligations) have been indefeasibly paid in full (or, in the case of any L/C Reimbursement Obligation or any Secured Hedging Counterparty’s exposure under the relevant Hedging Agreement, such Obligations have been cash collateralized in full or supported in full by letters of credit in a manner reasonably satisfactory to the L/C Issuer, if applicable, and any Liens granted the Collateral Agent), all Commitments under this the Credit Agreement shall have been reduced to zero, no L/C Issuer shall have any obligation to issue Letters of Credit under the Credit Agreement and no Letter of Credit shall be automatically released upon the payment in full of all Secured Obligations outstanding (other than contingent indemnification obligations not yet accrued and payable). (b) A Guarantor shall automatically be released from its obligations hereunder and Letters of Credit the Security Interest L/C Reimbursement Obligations under which have been cash collateralized or supported by letters of credit, in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant each case to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and reasonable satisfaction of the L/C Issuer and the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 below; provided that 100% of the Equity Interests of the Issuer shall be pledged to the Notes Collateral Agent to secure the Secured Obligations. (c) The security interest in any Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenture. (d) Agent). In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.11paragraph, the Notes Collateral Agent shall execute and deliver to any Grantor Loan Party, at such GrantorLoan Party’s expense, all Uniform Commercial Code termination statements and any other documents prepared by or on behalf of such Grantor that such Grantor Loan Party shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Notes Collateral Agent’s possessiontermination. Any execution and delivery of documents pursuant to this Section 6.11 6.13 shall be without recourse to or representation to, or warranty by, the Collateral Agent or any other Secured Party. (b) Except as provided in paragraph (a) above, the release of any Subsidiary Loan Party from its obligations hereunder and of the Security Interest in any ABL Collateral shall be governed by Section 9.10 of the Notes Collateral AgentCredit Agreement.

Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens granted under this Agreement arising therefrom shall be automatically released upon when all the payment in full of all Secured outstanding Obligations (other than contingent indemnification obligations not yet accrued and payable)) have been fully and indefeasibly paid in full in cash, and all Letters of Credit, all Cash Management Obligations, all Secured Hedge Agreements and all other Obligations (including a guarantee that is contingent in nature) have expired or terminated, the Lenders have no further commitment to lend under the Credit Agreement. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interest as provided in the Collateral of such Guarantor shall be automatically released as and when such Guarantor is released from its Guarantee pursuant to Section 10.06 9.13 of the Indenture. At the sole option of the Issuer, any Person that constitutes Holdings shall be automatically released from its obligations hereunder and the Security Interest in the Collateral of such Person shall be automatically released if such Person shall cease to be Holdings under the Indenture pursuant to the definition of “Holdings” and subject to the assumption of all obligations of “Holdings” under the Notes Documents by such other entity pursuant to the definition thereof in the Indenture and satisfaction of the Collateral and Guarantee Requirement by such entity, including joining this Agreement pursuant to Section 6.12 belowCredit Agreement; provided that 100% of the Equity Interests of the Issuer Lenders shall be pledged have consented to such transaction (to the Notes Collateral Agent to secure extent required by the Secured ObligationsCredit Agreement) and the terms of such consent did not provide otherwise. (c) The Upon any sale or other disposition by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person other than a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral, in each case pursuant to and subject to Section 9.13 of the Credit Agreement, the security interest in any such Collateral granted hereunder shall be automatically released in accordance with Section 13.02 of the Indenturereleased. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.116.12, the Notes Collateral Administrative Agent shall execute and deliver to any Grantor Grantor, at such Grantor’s expense, all documents prepared by or on behalf of such Grantor that such Grantor shall reasonably request in writing to evidence such termination or release and shall perform such other actions reasonably requested in writing by such Grantor to effect such release, including delivery in each case in accordance with the terms of Pledged Certificated Securities then in Section 9.13 of the Notes Collateral Agent’s possessionCredit Agreement. Any execution and delivery of documents pursuant to this Section 6.11 6.12 shall be without recourse to or representation or warranty by the Notes Collateral Administrative Agent. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.