Common use of Termination or Release Clause in Contracts

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination Date. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate when all the Loan Document Obligations 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 (or cash collateralized on terms reasonably acceptable to the Termination DateAdministrative Agent and the Issuing Bank) and the Issuing Banks have 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 Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Obligations and any Liens arising therefrom shall be automatically released when all the Termination Dateoutstanding Obligations have been indefeasibly satisfied and discharged in accordance with Section 12.01 of the Indenture. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder 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 Guarantor Grantor ceases to be a Guarantor under Subsidiary or is designated as an Unrestricted Subsidiary of Company in accordance with the Indenture. (c) Upon any sale or other transfer disposition by any Grantor of any Collateral that is permitted under not prohibited by the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.04 of the Indenture, the Security Interest security interest of such Grantor in such Collateral shall be automatically released,. (d) A Grantor (other than Holdings and the Company) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Restricted Subsidiary pursuant to the terms of the Indenture. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) aboveof this Section 6.14, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ef) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d) abovee), 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 (cd). The Collateral Agent shall have no liability whatsoever to any Secured Party or any other Person as the a 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 6.14reliance on such certificate.

Termination or Release. (a) This AgreementSubject to the reinstatement provisions of Section 5, the Security Interestguarantee 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 pledge applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of the Pledged Collateral and all other security interests granted hereby Section 5, this Agreement shall terminate on when all the Termination DateObligations have been paid in full and 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 Interests created hereunder (or portion of such obligations in the Collateral case of such Guarantor shall be automatically released clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under Subsidiary of the IndentureCompany; provided that 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 Credit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph paragraphs (a), (b) or (c) aboveb), the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 20 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Guarantees made in this Agreement shall terminate and the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on be automatically released when all the Termination DateLoan Document Obligations (other than wholly contingent indemnification obligations not then due) have been indefeasibly 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 the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Person which was a Loan Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Person shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Person ceases to be a Guarantor under the IndentureLoan Party. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (aSections 7.13(a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any GrantorPerson, at such GrantorPerson’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Person shall reasonably request to evidence such termination or releaserelease of its obligations or the Security Interests in its Collateral. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAgent. Without limiting the provisions of Section 6.057.03, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the reasonable fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this Section 6.147.13. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security InterestGuarantees made herein, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall automatically terminate on when all the Termination DateLoan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) 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 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 Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted not prohibited by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under the IndentureSubsidiary of Holdings. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under not prohibited by the Indenture Credit Agreement to any person Person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, Grantor at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or releaserelease and shall authorize the filing of any applicable documents evidencing such termination or release (including, without limitation, UCC termination statements). Any execution and delivery of documents pursuant to this Section 6.14 6.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations upon termination of the Termination DateAggregate 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 Interests created hereunder Interest in the Collateral of such Guarantor Grantor shall be automatically released in the circumstances set forth in Section 9.11(d) of the Credit Agreement. (d) The Borrower shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of the Borrower shall be automatically released upon delivery to the consummation Collateral Agent of a joinder in the form contemplated by Section 7.04 of the Credit Agreement by any transaction permitted by successor or assign of the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c) aboved), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements documents (including relevant certificates, securities and similar documents other instruments) that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ef) At any time that the respective Grantor desires that the Collateral Agent take any action of the actions described in the immediately preceding paragraph (d) abovee), 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 (cd). 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 6.147.13. (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 AgreementSubject to the reinstatement provisions of Section 5, the Security Interestguarantee 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 pledge applicable Issuing Bank) and the Lenders have no further commitment under the Credit Agreement to lend to, or accept and purchase B/As issued by, any Borrower whose Obligations are guaranteed by such Guarantor hereunder. Subject to the reinstatement provisions of the Pledged Collateral and all other security interests granted hereby Section 5, this Agreement shall terminate on when all the Termination DateObligations have been paid in full and 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 Interests created hereunder (or portion of such obligations in the Collateral case of such Guarantor shall be automatically released clause (y), if applicable) hereunder (x) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under Subsidiary of the IndentureCompany; provided that 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 accordance with Section 5.09(c) of the Credit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph paragraphs (a), (b) or (c) aboveb), the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 20 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security InterestGuarantees, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateLoan Document Obligations then due and owing 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 Credit under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under Subsidiary of the IndentureBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.8 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,released and the Administrative Agent will confirm such release in writing promptly after written request therefor. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAdministrative Agent. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Administrative Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateDate (other than to the extent any funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank). (b) A Subject to Section 9.17(a)(iii) of the Credit Agreement, a Guarantor shall automatically be released from its obligations hereunder hereunder, and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released released, upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureRestricted Subsidiary or becomes an Excluded Subsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person Person that is not the a Borrower or a Grantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counselone primary counsel and, if reasonably necessary, one local counsel in any relevant material jurisdiction, incurred by it in connection with any action contemplated by this Section 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby (i) shall terminate on when all the Termination DateObligations 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 the foregoing, the Collateral Agent shall execute and deliver to each Pledgor, at such Pledgor’s expense, all Uniform Commercial Code termination statements and similar documents which such Pledgor shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 14(a) shall be without recourse to or warranty by the Collateral Agent. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Indenture each Loan Document to any person Person that is not the Borrower or a GrantorPledgor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest 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 under this Agreement without further action. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such GrantorPledgor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations (other than contingent indemnification obligations with respect to then unasserted claims) shall have been paid in full in cash, provided that in connection with the termination of this Agreement, the Trustee or 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 Termination DateSecured Obligations that may subsequently be reversed or revoked. (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interests created hereunder Interest in the any Collateral of such Guarantor shall be automatically released upon the consummation in accordance with Section 5.04 of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ed) At any time that the respective Grantor desires that the Collateral Agent take any action of the actions described in immediately preceding paragraph clause (d) abovec), 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 (cb). 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 6.147.12.

Termination or Release. (a) This Agreement, the Security InterestGuarantees made herein, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities not then due) have been indefeasibly 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 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 Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released (i) in the event that such Subsidiary Party is designated as an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement or (ii) upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary of the IndentureBorrower; provided that 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. (c) 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 Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby (including, without limitation, the licenses granted by the Grantors and the Collateral Agents pursuant to Section 4.04) shall automatically terminate on the Termination DateDate (other than to the extent any funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank). (b) A Any Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement (including, without limitation, in connection with the Foreign Subsidiary Reorganization) as a result of which such Guarantor ceases to be a Guarantor under the IndentureLoan Party. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (including, without limitation, in connection with the Foreign Subsidiary Reorganization) to any person that is not the a Borrower or a Grantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,, and the licenses granted by the Grantors and the Collateral Agent pursuant to Section 4.04 shall be automatically terminated. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.05, the Borrower Borrowers shall reimburse the Collateral Agent upon written demand for all reasonable 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 6.147.14 as provided in Section 9.05 of the Credit Agreement. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon the reasonable 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 6.147.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations when the Termination DateConditions have been satisfied; 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 loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked. (b) A Guarantor shall automatically be released from its obligations hereunder and the The Security Interests created hereunder Interest in the any Collateral of such Guarantor shall be automatically released in the circumstances set forth in Section 10.11(a) of the Credit Agreement or upon any release of the consummation Lien on such Collateral in accordance with Sections 10.11(b) or (d) of the 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 Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureLoan Documents. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or paragraph (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and take all other actions (including return of any pledged collateral) reasonably requested by any Grantor, at such Grantor’s expense, in connection with such release, including authorizing 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 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ed) At any time that the respective Grantor desires that the Collateral Agent take any action of the actions described in immediately preceding paragraph (d) abovec), 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) or (c)above. 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 6.147.12.

Termination or Release. (a) This AgreementAgreement shall remain in full force and effect until such time as the Obligations have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated and the Security InterestCollateral Agent shall, upon the pledge request and at the expense of the Pledged Collateral Obligors, forthwith release all of its liens and all other security interests granted hereby hereunder and shall terminate on promptly execute and deliver all UCC termination statements and/or other documents requested by the Termination DateObligors evidencing such termination. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder security interests in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under the IndentureRestricted Subsidiary. (c) Upon any sale or other transfer by any Grantor Obligor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a Grantoran Obligor, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,; (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section 7.12, the Collateral Agent shall promptly execute and deliver to any GrantorObligor, at such Grantor’s sole expenseObligor’s, expense all Uniform Commercial Code termination statements and similar documents that such Grantor Obligor shall reasonably request to evidence such termination or releaserelease subject, with respect to clauses (b) and (c), to the Collateral Agent’s receipt of a certification by the Borrower and any applicable Loan Party state that such transaction, sale or other transfer, as applicable and the related release is permitted under the terms of the Loan Documents. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At Upon the occurrence of a Ratings Event, at the Borrower’s written request, any time Security Interest shall be released (the “Collateral Release”). In the event that any action is required to evidence the respective Grantor desires that Collateral Release, the Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to take any action described in preceding paragraph such action, including the execution and delivery of such documents, as any Loan Party may reasonably request to evidence such release subject to the Collateral Agent’s receipt of a certification by the Borrower stating that a Ratings Event has occurred. (df) aboveIf, it shallat any time after a Collateral Release for a period of twelve (12) consecutive months, upon the Borrower’s corporate credit rating and corporate family rating are below either (A) both (x) BB+ (stable) from S&P and (y) Ba1 (stable) from ▇▇▇▇▇’▇ or (B) either (x) BB (stable) from S&P or (y) Ba2 (stable) from ▇▇▇▇▇’▇, at the request of the Collateral Administrative Agent, deliver the Borrower shall, and shall cause any other Loan Party to, reinstate any Security Interest pursuant to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph Release within ninety (a), (b90) days or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party such longer period as the result of any release of Collateral by it as permitted (or which the Collateral Administrative Agent may agree in good faith believes to be permitted) by this Section 6.14its reasonable discretion.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall automatically terminate on upon the Termination DateDischarge of the Obligations. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Loan Documents to any person Person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written approval, authorization, consent or ratification by the Required Lenders pursuant to the release Section 9.08 of the Security Interest granted hereby in any Collateral in accordance with the terms of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver deliver, as applicable, to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements statements, all releases in connection with all filings made in the United States Patent and Trademark Office, and in the United States Copyright Office and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket 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 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations 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 Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Indenture Credit Agreement to any person Person (unless sold or transferred to a Person that is not required to pledge such Collateral to the Borrower or a GrantorCollateral Agent pursuant to Section 5.11 of the Credit Agreement), or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.01(d) of the IndentureCredit Agreement, the Security Interest 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 under this Agreement without further action and the security interest in the Collateral of such Pledgor shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such Grantor’s sole Pledgor's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease and shall deliver to such Pledgor all related Collateral of such Pledgor held by the Collateral Agent. Any execution and delivery of documents pursuant to this Section 6.14 13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date, and the Liens granted hereunder shall automatically be released in the circumstances described in Article 8 and Section 9.18 of the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower The Borrowers shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges any fees and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Section 9.03(a) of the Credit Agreement. (ec) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 other Secured Party as the result of any release of Collateral by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12. (d) At any time that a Grantor desires that the Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 7.12(a), such Grantor shall deliver to the Agent a certificate signed by a Responsible Officer of such Grantor (or the Borrowers 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 Credit Agreement. At any time that any Grantor desires that a Restricted Subsidiary of such Grantor be released hereunder, it shall deliver to the Agent a certificate signed by a Responsible Officer of such Grantor (or the Borrowers 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 Credit Agreement.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination Datethen existing Loan Document Obligations have been paid in full and the Lenders have no further commitment to lend under the Second Lien Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Second Lien Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Second Lien Credit Agreement to any person that is not the Borrower or a Grantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureSecond Lien Credit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.147.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all First Lien Obligations when all the Termination Dateoutstanding 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 other Permitted Debt Offering Obligations 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 Interests created hereunder Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement and each Permitted Debt Offering Agreement as a result of which such Guarantor Grantor ceases to be a Guarantor under Subsidiary of VNUHF or is otherwise no longer required to be a Grantor hereunder; provided that any necessary parties shall have consented to such transaction (to the Indentureextent required by the Credit Agreement or any Permitted Debt Offering Agreement) and the terms of such consent did not provide otherwise. (c) 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 Indenture to any person that is not the Borrower or a GrantorCredit Agreement and each other Permitted Debt Offering Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.01 of the IndentureCredit Agreement and under the equivalent provision of any Permitted Debt Offering Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b), (c), (e) or (c) abovef), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At Solely with respect to any time that Permitted Debt Offering Obligations, a Grantor shall automatically be released from its obligations hereunder and/or the respective Grantor desires that the security interests in any Collateral Agent take any action described shall in preceding paragraph each case be automatically released, in each case (di) above, it shallsolely with respect to Initial Permitted Debt Offering Obligations, upon request the occurrence of any of the Collateral Agentcircumstances set forth in Section 8.11 of the Initial Permitted Debt Offering Agreement or (ii) with respect to any other Permitted Debt Offering Obligations, deliver 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 Agent an officer’s certificate certifying that 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 respective Intercreditor Agreement, the lien created hereunder on such Collateral is permitted pursuant shall be automatically released to paragraph the extent (a), (band only to the extent) 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 6.14provided therein.

Termination or Release. (a1) This Agreement, the Security Interestguarantees made herein, the pledge of pledges made herein, the Pledged Collateral Security Interest and all other security interests granted hereby shall automatically terminate on and be released when all the Termination DateSecured Obligations have been Paid in Full and the Lenders have no further commitment to lend under the Credit Agreement. (bi) A Guarantor Any Grantor’s obligations hereunder and all Security Interest in and Lien on its Collateral granted by such Grantor shall automatically terminate and be released if such Grantor is released from its obligations hereunder under its Guaranty pursuant to Section 9.11(2)(c) of the Credit Agreement and (ii) the Security Interests created hereunder Interest in the and Lien on any Collateral of such Guarantor shall be automatically terminated and released upon in the consummation circumstances set forth in Section 9.11(2)(a), 9.11(2)(b) or 9.11(2)(c) of the Credit Agreement, including, without limitation, in connection with any property (and any related rights and any related assets) that is sold or otherwise transferred to any Person that is not (and is not required to be) a Loan Party in connection with a sale and leaseback or other transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d3) In connection with any termination or release pursuant to paragraph (a), (b1) or paragraph (c2) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall may reasonably request to evidence such termination or release and take all other actions (including return of any pledged collateral) reasonably requested by any Grantor, at such Grantor’s expense, in connection with such release, including authorizing 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 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e4) At 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 time 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 respective Grantor desires that Equity Interests of such Subsidiary constitute Collateral or are pledged under this Agreement, then the Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon request Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral Agent, deliver 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 Collateral Agent an officer’s certificate certifying that the release or pledged under this Agreement solely because Rule 3-10 or Rule 3-16 of Regulation S-X of the respective Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were Collateral or so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is permitted pursuant amended, modified or interpreted by the SEC or any other relevant Governmental Authority 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 longer require (or which 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 Collateral or pledged under this Agreement, then such Equity Interests of such Subsidiary, unless otherwise constituting an Excluded Asset, shall automatically be deemed part of the Collateral Agent in good faith believes to be permitted) by and pledged under this Section 6.14Agreement.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge Guarantees made herein shall terminate with respect to all Guaranteed Obligations upon termination of the Pledged Collateral Aggregate Commitments, payment in full of all outstanding Guaranteed 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 security interests granted hereby shall terminate on the Termination Datethan outstanding Letters of Credit that have been Cash Collateralized). (b) A Guarantor (other than the Borrower) shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral circumstances set forth in Section 9.11(d) of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to effect such release. Any execution and delivery of documents pursuant to this Section 6.14 4.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor Borrower desires that the Collateral Administrative Agent take any action of the actions described in the immediately preceding paragraph clause (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), ) or (b) or (c)above. The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party as the a result of any release of Collateral any Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.13. (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 any Secured Cash Management Agreement 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, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall automatically terminate on with respect to all Obligations upon termination of the Termination DateAggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (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 as provided in Section 9.09 of the Credit Agreement; provided that the Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the Security Interests created hereunder in the Collateral terms of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indentureconsent did not provide otherwise. (c) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (other than a sale or transfer to another Grantor), (ii) any person that is not the Borrower asset or a Grantor, property becoming an Excluded Asset or upon (iii) the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.09 or 10.01 of the IndentureCredit Agreement, the Security Interest security interest of such Grantor in such Collateral shall be automatically released,released and the license granted in Section 4.03 shall be automatically terminated with respect to such Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section 5.13, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements documents and similar documents take all such further actions that such Grantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.09 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 6.14 5.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that Notwithstanding anything to the respective Grantor desires that contrary set forth in this Agreement, each Hedge Bank by the Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon request acceptance of the Collateral Agentbenefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the Borrower or any of its Subsidiaries under any Line of Credit, deliver any Secured Hedge Agreement and any Treasury Services Agreement shall be secured pursuant to this Agreement only to the Collateral Agent an officer’s certificate certifying that extent that, and for so long as, the release of the respective Collateral is permitted pursuant to paragraph other Obligations are so secured and (a), (bii) 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 effected in the manner permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.14Agreement shall not require the consent of any Hedge Bank.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateDate (other than to the extent any funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank). (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the Indenturesubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the a Borrower or a Grantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the First-Lien Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.14 shall be without recourse to or representation or warranty by the First-Lien Collateral Agent (other than any representation and warranty that the First-Lien Collateral Agent has the authority to execute and deliver such documents) or any Secured Party, including the Existing Senior Note Holders as provided by Section 6.01. Without limiting the provisions of Section 6.057.05, the Borrower Borrowers shall reimburse the First-Lien Collateral Agent upon demand for all reasonable 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 6.147.14. (e) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such subsidiary’s Equity Interests and/or other securities issued by such subsidiary to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such subsidiary, then the Equity Interests and/or other securities issued by such subsidiary will automatically be deemed to be a part of the Collateral (and shall cease to be Excluded Collateral) for the relevant Obligations but only to the extent necessary to not be subject to any such financial statement requirement. (f) At any time that the respective Grantor desires that the First-Lien Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon request of the First-Lien 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 First-Lien 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 First-Lien Collateral Agent in good faith believes to be permitted) by this Section 6.147.14.

Termination or Release. (a) This Upon receipt by Ligand of an aggregate amount of $15,027,342 on or after the Closing Date pursuant to this Agreement, all right, title and interest in and to the Security InterestRoyalty Interest and the Collateral shall automatically revert to the Company, and Ligand will have no further rights in or with respect to the pledge of Royalty Interest or the Pledged Collateral and all other security interests granted hereby hereunder shall terminate on and be released; provided, however, the Termination Dateother terms and conditions of this Agreement shall remain in full force and effect, including without limitation, the Company’s obligation to make the payments described in Article II during the remainder of the Term. (b) A Guarantor shall automatically be released from its obligations hereunder and Upon the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation withdrawal of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale Excluded Costs or other transfer by any Grantor of any Collateral that is permitted under amounts from the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral Special Account in accordance with the terms of the Indenturehereof, the Security Interest Ligand's security interest in such Collateral amounts granted pursuant to Section 8.01(c) shall be automatically terminated and released,. (d) Subject to the Intercreditor Agreement, at the Company's request, Ligand shall subordinate its liens and other rights with respect to any such assets or property or terminate and release its liens with respect to any such assets or property (in each case other than the Royalty Interests and the Royalty Related Collateral) in connection with any Permitted Transaction. (e) Upon the termination of the MidCap Credit Facility (or, if the MidCap Credit Facility is refinanced by another debt facility secured by all Collateral (other than the Royalty Interests and the Royalty Related Collateral), upon the termination of such refinancing debt facility), Ligand's security interest in all Collateral (other than the Royalty Interests and the Royalty Related Collateral) shall automatically be terminated and released. (f) In connection with any termination or release pursuant to paragraph (a)this Section 8.06, (b) or (c) above, the Collateral Agent Ligand shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, the Company all Uniform Commercial Code termination statements and similar documents that such Grantor the Company shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant Ligand further agrees that with respect to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent any deposit account (other than any representation and warranty that the Collateral Agent Special Account) over which it has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) abovecontrol, it shall, upon request of the Collateral Agent, deliver shall not give any instruction to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral applicable bank until a Remedies Event has occurred and is permitted pursuant to paragraph (a), (b) or (c)continuing. 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 6.14.ARTICLE IX -

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge Guarantees made herein shall terminate with respect to all Guaranteed Obligations upon termination of the Pledged Collateral Aggregate Commitments, payment in full of all 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 other security interests granted hereby shall terminate on Letters of Credit (unless the Termination DateOutstanding 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 Interests created hereunder in the Collateral circumstances set forth in Section 9.11(c) of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to effect such release. Any execution and delivery of documents pursuant to this Section 6.14 4.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor Borrower desires that the Collateral Administrative Agent take any action of the actions described in the immediately preceding paragraph clause (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), ) or (b) or (c)above. The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party as the a result of any release of Collateral any Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.13. (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, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations when all the Termination Dateoutstanding Secured Obligations (other than contingent obligations not yet accrued and payable) have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement. (b) A Guarantor Subsidiary shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary shall be automatically released upon in the consummation circumstances set forth in Section 9.8(d) of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the The Security Interest in such any Collateral shall be automatically released,released in the circumstances set forth in Section 9.8(d) of the Credit Agreement. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective any Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) aboveof this Section, it such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent a certificate of an officer’s certificate Authorized Officer of the Borrower certifying that the release of the respective applicable Collateral is permitted pursuant to paragraph (a), (b) or (c)) of this Section. The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.146.13.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, pledges made by the pledge of the Pledged Collateral Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate on and/or be released upon the occurrence of the Termination DateDate or otherwise in accordance with Section 9.15 of the First Lien Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in If any of the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent become subject to the release provision set forth in Section 2.05(b) of the Security Interest granted hereby in any Collateral in accordance with the terms of the IndentureABL Intercreditor Agreement, the Security Interest in such Collateral shall be automatically released,released from the security interest in such Collateral to the extent provided therein. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or of this Section 5.13, subject to Section 9.15 of the Credit Agreement (c) aboveincluding the delivery of any certificate required thereunder), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, Pledgor all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease (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. Any execution and delivery of documents pursuant to this Section 6.14 5.13 shall be made without recourse to or representation or warranty by the Collateral Agent Agent. In connection with any release pursuant to paragraph (other than a) or (b) above, the Pledgors shall be permitted to take any representation action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Subject to Section 9.15 of the Credit Agreement (including the delivery of any certificate required thereunder), upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, in form and warranty that substance reasonably satisfactory to the Collateral Agent, the Collateral Agent has shall execute, deliver or acknowledge such instruments or releases to evidence the authority release of any Collateral permitted to execute and deliver such documents) or any Secured Partybe released pursuant to this Agreement. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for The Pledgors agree to pay all reasonable and documented out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it the Collateral Agent (and its representatives) in connection with any action contemplated by this Section 6.14the execution and delivery of such release documents or instruments. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall not terminate on until the Termination Datereceipt of notice by the Collateral Trustee of the Discharge of Obligations in accordance with the Intercreditor Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral shall be released in accordance with the terms Section 5.1 of the Indenture, the Security Interest in such Collateral shall be automatically released,Intercreditor Agreement. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent Trustee shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) Trustee or any Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent Trustee upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations when all the Termination Dateoutstanding 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 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 Interests created hereunder Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Grantor ceases to be a Guarantor under Subsidiary of VNUHF or is otherwise no longer required to be a Grantor hereunder; provided that the IndentureRequired 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. (c) 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 Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.01 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, pledges made by the pledge of the Pledged Collateral Pledgors herein and all other security interests granted by the Pledgors hereby shall automatically terminate on and/or be released upon the occurrence of the Termination DateDate or otherwise in accordance with Section 9.18 of the ABL Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in If any of the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent become subject to the release provision set forth in Section 2.05(b) of the Security Interest granted hereby in any Collateral in accordance with the terms of the IndentureABL Intercreditor Agreement, the Security Interest in such Collateral shall be automatically released,released from the security interest in such Collateral to the extent provided therein. (dc) In connection with any termination or release pursuant to paragraph (a), ) or (b) or of this Section 5.13, subject to Section 9.18 of the ABL Credit Agreement (c) aboveincluding the delivery of any certificate required thereunder), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, Pledgor all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease (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. Any execution and delivery of documents pursuant to this Section 6.14 5.13 shall be made without recourse to or representation or warranty by the Collateral Agent Agent. In connection with any release pursuant to paragraph (other than a) or (b) above, the Pledgors shall be permitted to take any representation action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Subject to Section 9.18 of the ABL Credit Agreement (including the delivery of any certificate required thereunder), upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, in form and warranty that substance reasonably satisfactory to the Collateral Agent, the Collateral Agent has shall execute, deliver or acknowledge such instruments or releases to evidence the authority release of any Collateral permitted to execute and deliver such documents) or any Secured Partybe released pursuant to this Agreement. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for The Pledgors agree to pay all reasonable and documented out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it the Collateral Agent (and its representatives) in connection with any action contemplated by this Section 6.14the execution and delivery of such release documents or instruments. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Security Agreement shall continue in effect until the termination of this Agreement, and the Security Interest, the pledge of the Pledged Collateral Liens granted by each relevant Grantor hereunder shall be automatically released and all other security interests granted hereby shall terminate on the Termination Date. (b) A Guarantor each relevant Grantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral circumstances described in Section 12.02 of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture (and, in any event, upon such Grantor becoming an Excluded Subsidiary as a result of which such Guarantor ceases to be a Guarantor transaction or transactions permitted under the Indenture). (cb) Upon (i) any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that Collateral, which such sale, transfer or disposition is permitted under the Indenture Indenture, to any person Person that is not the Borrower or a Grantoranother Grantor (including, without limitation, an Excluded Subsidiary), or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms becoming or constituting an Excluded Asset as a result of a transaction or transactions permitted under the Indenture, the Security Interest Liens granted in such Collateral hereunder shall automatically be automatically released,. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Notes Collateral Agent shall shall, subject to receipt of a certificate from an Authorized Officer of the Company if required under the Indenture and requested by the Notes Collateral Agent, promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expenseexpense and as prepared by such Grantor, (i) all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release and (ii) releases of all Pledged Collateral that no longer constitutes Collateral as a result of such termination or release. In addition, in connection with any termination or release pursuant to paragraph (b) above, the Notes Collateral Agent shall, subject to receipt of a certificate from an Authorized Officer of the Company certifying that any asset which constituted Collateral has become or constitutes an Excluded Asset as a result of a transaction or transactions permitted under the Indenture, promptly execute and deliver to the Company a certification prepared by the Company of the Notes Collateral Agent (x) acknowledging that the Liens on the applicable assets granted hereunder have been released and (y) attaching any UCC termination statements or similar documents required by clause (i) above and acknowledging its obligations under clause (i) above (which such certification, if requested by the Company, may be disclosed on a non-reliance basis to the counterparty under the applicable Asset Financing Facility or CRE Financing). Any execution and delivery of documents any document or certificate prepared by the Company pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Notes Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any other Notes Secured Party. Without limiting the provisions of Section 6.05, the Borrower The Company shall reimburse the Notes Collateral Agent upon demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the fees, disbursements and other charges and expenses of counselone outside counsel (and, if necessary, of one local counsel in any relevant jurisdiction), incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Sections 7.07 and 12.07(u) of the Indenture. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 Notes Collateral Agent shall have no liability whatsoever to any other Notes Secured Party or any other Person as the result of any release of Collateral by it as permitted in accordance with (or which the Notes Collateral Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12.

Termination or Release. (a) This Agreement and the Guaranties made herein shall terminate with respect to all Obligations when all 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 indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Security Interest, Outstanding Amount of L/C Obligations has been reduced to zero and the pledge L/C Issuers have no further obligations to issue Letters of Credit under the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateCredit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and as provided in Section 9.11 of the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) aboveof this Section 4.11, the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 6.14 4.11 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor Borrower desires that the Collateral Administrative Agent take any action of the actions described in immediately preceding paragraph (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), (b) or (cb). The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party Guarantor as the a result of any release of Collateral any Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.11. (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, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date. (b) A Guarantor , and the Liens granted by each relevant Grantor hereunder shall be automatically released and each relevant Grantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral circumstances described in Article 8 or Section 9.21 of the Credit Agreement, as applicable (and, in any event, upon such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Grantor becoming an Excluded Subsidiary as a result of which such Guarantor ceases to be a Guarantor transaction or transactions permitted under the IndentureCredit Agreement). (cb) Upon (i) any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that Collateral, which such sale, transfer or disposition is permitted under the Indenture Credit Agreement, to any person Person that is not the Borrower or a Grantoranother Grantor (including, without limitation, an Excluded Subsidiarity), or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with becoming or constituting an Excluded Asset as a result of a transaction or transactions permitted under the terms of the IndentureCredit Agreement, the Security Interest Liens granted in such Collateral hereunder shall automatically be automatically released,. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Administrative Agent shall shall, subject to receipt of a certificate from a Responsible Officer of the Borrower if required under the Credit Agreement and requested by the Administrative Agent, promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expense, (i) all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release and (ii) all Pledged Collateral that no longer constitutes Collateral as a result of such termination or release. In addition, in connection with any termination or release pursuant to paragraph (b) above, the Administrative Agent shall, subject to receipt of a certificate from a Responsible Officer of the Borrower certifying that any asset which constituted Collateral has become or constitutes an Excluded Asset as a result of a transaction or transactions permitted under the Credit Agreement, promptly execute and deliver to the Borrower an acknowledgement of the Administrative Agent (x) acknowledging that the Liens on the applicable assets granted hereunder have been released and (y) attaching any UCC termination statements or similar documents required by clause (i) above and acknowledging its obligations under clause (i) above (which such acknowledgement, if requested by the Borrower, may be disclosed on a non-reliance basis to the counterparty under the applicable Asset Financing Facility or CRE Financing). Any execution and delivery of documents any document or certificate pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Administrative Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the The Borrower shall reimburse the Collateral Administrative Agent upon demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the fees, disbursements and other charges and expenses of counselone outside counsel (and, if necessary, of one local counsel in any relevant jurisdiction), incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Section 9.03(a) of the Credit Agreement. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 Administrative Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it as permitted in accordance with (or which the Collateral Administrative Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on when all the Termination DateCollateral Obligations have indefeasibly been paid in full. (b) A Upon the sale or other disposition (including by way of consolidation or merger) of a Guarantor shall automatically be released from its obligations hereunder and or Grantor or the Security Interests created hereunder in sale or disposition of all or substantially all the Collateral assets of such Guarantor shall be automatically released upon or Grantor (in each case other than a sale or disposition to the consummation Company or an Affiliate of any transaction the Company and as permitted by the Indenture as a result and if in connection therewith the Company provides an Officers' Certificate to the Collateral Agent to the effect that the Company will comply with its obligations under Section 4.06 of which the Indenture), such Guarantor ceases to or Grantor shall be a deemed released from all obligations hereunder without any further action required on the part of the Trustee or any Holder. (c) A Guarantor under or Grantor also shall be released (i) upon the designation of such Guarantor or Grantor as an Unrestricted Subsidiary; or (ii) if the Company exercises its legal defeasance option or its covenant defeasance option as permitted by Section 8.01 of the Indenture. (cd) Upon If any sale or other transfer by any Grantor of any the Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent shall become subject to the disposition, release of the Security Interest granted hereby or eminent domain provisions set forth in any Collateral in accordance with the terms Sections 12.03, 12.04 and 12.06 of the Indenture, the Security Interest in such Collateral shall be automatically released,released from the Security Interest to the extent provided in Sections 12.03, 12.04 and 12.06 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole 's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on when all the Termination Dateoutstanding 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. (b) A Guarantor Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Grantor ceases to be a Guarantor under Guarantor; provided that the IndentureRequired 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. (c) 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 Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.01 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 5.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Guaranties made herein shall terminate on with respect to all Obligations when all the Termination Dateoutstanding 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 the Lenders have no further commitment to lend under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and as provided in Section 9.11 of the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) aboveof this Section 4.09, the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 6.14 4.09 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor Borrower desires that the Collateral Administrative Agent take any action of the actions described in immediately preceding paragraph (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), (b) or (cb). The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party Guarantor as the a result of any release of Collateral any Guarantor by it as permitted (or which that the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.09. (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 (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 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 InterestGuarantees, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateObligations (other than wholly contingent indemnification obligations) then due and owing 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 Credit under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under Subsidiary of the IndentureBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,released and the Agent will confirm such release in writing promptly after written request therefor. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAgent. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security InterestGuarantees made herein, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateLoan Document Obligations 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 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 Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary of any Borrower; PROVIDED that the IndentureRequired 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. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole 's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAgent. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.31

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on on, the Termination Date. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interests security interests created hereunder in the Collateral of such Guarantor Grantor shall be automatically released upon in the consummation circumstances set forth in Section 9.12 and Section 10.24 of the Credit Agreement, including, with respect to any Subsidiary Party, as a result of any transaction permitted by under the Indenture as a result of Credit Agreement pursuant to which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary of the IndentureBorrower. (c) Upon any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture Section 4.1(d) to any person Person that is not the Borrower or a GrantorLoan Party, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral as set forth in accordance with the terms Section 9.12 or Section 10.24 of the IndentureCredit Agreement, the Security Interest 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 upon termination or expiration of such lease, pursuant to Section 9.12 or Section 10.24 of the Credit Agreement. (e) The security interest in any Collateral shall be automatically released in any circumstance set forth in Section 9.12 or Section 10.24 of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 9.12 or Section 10.24 of the Credit Agreement. (f) In connection with any termination or release pursuant to paragraph (aSection 7.12(a), (b) ), (c), (d), or (c) abovee), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.10, the Borrower shall reimburse (or cause to be reimbursed) the Collateral Agent upon demand in accordance with Section 10.04 of the Credit Agreement for all reasonable and documented out-of-pocket costs and expensesexpenses(excluding fees and expenses of third party consultants), including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.12. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Guarantees made herein shall terminate on with respect to all Guaranteed Obligations when all the Termination Dateoutstanding Guaranteed Obligations have been Paid in Full. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under Subsidiary of the IndentureParent or becomes a Non-Material Subsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 10.10 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 6.14 4.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor Parent desires that the Collateral Administrative Agent take any action of the actions described in immediately preceding paragraph (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), (b) or (cb). The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party Guarantor as the a result of any release of Collateral any Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.12. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Lender, by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of any Borrower or any Subsidiary under any Lender Provided Commodity Hedge, Lender Provided Foreign Currency Hedge, Lender Provided Interest Rate Hedge, or any Other Lender Provided Financial Service Product shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, 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 Lender.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on the Termination Datewith respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon a Discharge of Senior Credit Obligations. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary of the IndentureBorrower or ceases to be a Guarantor. (c) Upon any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (other than a sale, transfer or disposition to any person that is not the Borrower or a Grantoranother Loan Party), or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.01 of the IndentureCredit Agreement or to the extent such Collateral is owned by a Grantor upon the release of such Grantor from its obligations hereunder, in each case, the Security Interest security interest in such Collateral shall be automatically released,. The Collateral Agent, at its option and in its discretion, may enter into non-disturbance and similar agreement in connection with the licensing of intellectual property permitted pursuant to the terms of the Credit Agreement. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section 6.12, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 6.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty except as to the fact that the Collateral Agent has not encumbered the authority to execute and deliver such documents) released assets or any Secured Party. Without limiting part thereof) and subject to the provisions Collateral Agent’s receipt of Section 6.05, a certification by the Borrower shall reimburse and applicable Grantor 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 upon demand for all reasonable 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 6.14may reasonably request. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Guarantees made herein shall terminate on with respect to all Guaranteed Obligations when the Termination Date.Conditions have been satisfied.  (b) A Guarantor (other than a Borrower) shall automatically be released from its obligations hereunder and to the Security extent all of its Equity Interests created hereunder are Disposed of in the Collateral of such Guarantor shall be automatically released upon the consummation of any a transaction permitted by Section 6.11 of the Indenture as a result Credit Agreement, or otherwise to the extent such release is consented to by the requisite Lenders pursuant to Section 10.02(b) of which such Guarantor ceases to be a Guarantor under the Indenture.Credit Agreement.  (c) Upon any sale or On the Investment Grade Rating Date, each Guarantor (other transfer by any Grantor of any Collateral that is permitted under than the Indenture to any person that is not the Borrower or a GrantorCompany) shall, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of Section 10.20 of the IndentureCredit Agreement, be released from its surety and guarantee liabilities and obligations as a Guarantor hereunder (and each such Person shall cease to constitute a “Guarantor” hereunder), other than those liabilities and obligations which are expressly stated to survive termination of this Agreement. For the Security Interest avoidance of doubt, any release pursuant to this Section 5.12(c) shall in such Collateral no way impair or affect the liabilities and obligations of the Company under the Credit Agreement, any other Loan Documents or in its capacity as a Guarantor hereunder, or any other Borrower under the Credit Agreement and the other Loan Documents (other than this Agreement), all of which liabilities and obligations shall be automatically released,continue in full force and effect on and after the Investment Grade Rating Date.  (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 5.12 shall be without recourse to or recourse, representation or warranty of any kind (whether express or implied) by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAdministrative Agent. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor Guarantor desires that the Collateral Agent take Administrative Agenttake any action of the actions described in immediately preceding paragraph (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), ) or (b) or (c)above. The Collateral Administrative Agent shall have no liability whatsoever to any Secured Guaranteed Party as the a result of any release of Collateral any Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.14.5.12. 

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date, and the Liens granted hereunder shall automatically be released in the circumstances described in Article 8 of the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the The Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges any fees and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Section 9.03(a) of the Credit Agreement. (ec) At any time that the respective any Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) aboveto acknowledge or give effect to any release of Collateral pursuant to this Section 7.12, it shall, upon request of the Collateral Agent, such Grantor shall deliver to the Collateral Agent an officer’s a certificate certifying signed by a Responsible Officer of such Grantor (or the Borrower on behalf of such Grantor) stating that the release of the respective Collateral is permitted pursuant to paragraph this Section 7.12 and the terms of the Credit Agreement. At any time that any Grantor desires that a Restricted Subsidiary of such Grantor be released hereunder, it shall deliver to the Agent a certificate signed by a Responsible Officer of such Grantor (a), or the Borrower on behalf of such Grantor) stating that the release of such Grantor (band its Collateral) or is permitted pursuant to this Section 7.12 and the terms of the Credit Agreement. (c). d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12.

Termination or Release. (a) This Agreement, the Security Interestguarantees made herein, the pledge of the Pledged Collateral Liens granted hereunder and all other security interests Liens granted hereby (including the licenses granted by the Grantors and the International Collateral Agent pursuant to Section 4.04) shall automatically terminate on the Termination Scheduled Maturity Date. (b) A Guarantor Any Grantor shall automatically be released from its obligations hereunder and the Security Interests Liens created hereunder in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture International Credit Agreement as a result of which such Guarantor Person ceases to be a Guarantor Grantor under the IndentureSection 2.01 or at such time as such Person becomes an Excluded Subsidiary or Immaterial Subsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture International Credit Agreement to any person Person that is not the Borrower or a Grantor, or or, upon the effectiveness of any written consent to the release of the Security Interest Liens granted hereby in any Collateral in accordance with the terms pursuant to Section 4.2 of the IndentureIntercreditor Agreement or Section 10.10 of the International Credit Agreement, the Security Interest Liens in such Collateral shall be automatically released,, and the licenses granted by the Grantors and the International Collateral Agent pursuant to Section 4.04 shall be automatically terminated. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent relevant Agents shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent relevant Agents (other than any representation and warranty that the Collateral Agent has relevant Agents have the authority to execute and deliver such documents) or any International Secured Party. Without limiting the provisions of Section 6.05, the International Borrower shall reimburse the Collateral Agent Agents upon written demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it them in connection with any action contemplated by this Section 6.146.13 as provided in Section 11.3 of the International Credit Agreement. (e) At any time that the respective Grantor desires that the Collateral any Agent take any action described in preceding paragraph (d) above, it shall, upon the reasonable request of the Collateral such Agent, deliver to the Collateral such 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 Agents shall have no liability whatsoever to any International Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral any Agent in good faith believes believe to be permitted) by this Section 6.146.13.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Obligations upon the Termination Datetermination of the Aggregate Commitments and payment in full of all 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), the expiration or termination of all Letters of Credit. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. Upon (ci) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement or any other Loan Document to any person that is not the Borrower Person other than any other Loan Party or a Grantor, or upon (ii) the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.01 and Section 9.11(a)(iii) of the IndentureCredit Agreement, or (iii) with respect to any Collateral owned by a Grantor, upon the release of such Grantor from its obligations under the Guaranty pursuant to Section 4.13 of the Guaranty, the Security Interest security interest in such Collateral shall be automatically released,. (c) Upon the granting of a security interest in any Collateral to another Person by a Grantor pursuant to Section 7.01(i) and (o) of the Credit Agreement, the security interest granted to or held by the Collateral Agent in such Collateral shall be released or subordinated to such security interest granted to such Person. (d) Each Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Restricted Subsidiary or a Material Subsidiary pursuant to the terms of the Credit Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) aboveof this Section 6.13, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Guarantees made in this Agreement shall terminate and the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on be automatically released when all the Termination DateObligations (other than contingent indemnification obligations not then due) have been paid in full, the L/C Obligations have been terminated (or have been cash collateralized or backstopped by back to back letters of credit in each case pursuant to arrangements reasonably satisfactory to the Issuing Bank) and the Lenders have no further Commitment to lend or issue Letters of Credit under the Credit Agreement. (b) A Guarantor Person which was a Loan Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Person shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Person ceases to be a Guarantor under the IndentureLoan Party. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (other than any such transfer to any person that is not the Borrower or a another Grantor), or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.1 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section 7.13, the Collateral Agent shall promptly execute and deliver to any GrantorPerson, at such GrantorPerson’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Person shall reasonably request to evidence such termination or releaserelease of its obligations or the Security Interests in its Collateral. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAgent. Without limiting the provisions of Section 6.057.03, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the reasonable fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this Section 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described 7.13 as set forth in preceding paragraph (d) above, it shall, upon request Section 10.5 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 6.14Credit Agreement.

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when all the outstanding Guaranteed Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Security Interest, L/C Obligations have been reduced to zero and the pledge L/C Issuers have no further obligations to issue Letters of Credit under the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateCredit Agreement. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary of the IndentureBorrower; provided that 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. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Collateral Administrative Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 4.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor Borrower desires that the Collateral Administrative Agent take any action of the actions described in immediately preceding paragraph clause (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Subsidiary Party is permitted pursuant to paragraph (a), (b) or (cb). The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral any Subsidiary Party by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.13. (e) Notwithstanding anything to 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 guarantees made under this Agreement of the Guaranteed Obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be automatically released upon termination of the Aggregate Commitments and payment in full of all other Guaranteed Obligations, in each case, unless such Guaranteed 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 guarantees made herein shall survive solely as to such due and payable Guaranteed Obligations and until such time as such due and payable Guaranteed Obligations have been paid in full) 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 Interestpledges made herein, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby hereby, and all other Security Documents securing the Securities Obligations (including without limitation foreign security documents), shall automatically terminate on 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 Termination Date. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder security interests in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under Subsidiary or otherwise ceases to be a Pledgor, all without delivery of any instrument or performance of any act by any party, and all rights to the IndentureCollateral shall revert to such Guarantor. (ci) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under by the Indenture to any person that is not the Borrower a Pledgor or a Grantor, or (ii) upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Sections 9.02 and 11.08 of the Indenture, the Security Interest security interest in such Collateral shall be automatically released,, all without delivery of any instrument or performance of any act by any party. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section 8.16, the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such GrantorPledgor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or releaserelease (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 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 6.14 8.16 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAgent. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in In connection with any action contemplated by this Section 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 ) above, the Pledgors shall have no liability whatsoever be permitted to take any Secured Party as action in connection therewith consistent with such release including, without limitation, the result filing of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.14UCC termination statements.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations when all Secured Obligations (excluding contingent obligations as to which no claim has been made, the Termination DateSpecified Hedge Obligations and the Specified Cash Management Obligations) have been paid in full, all Commitments have terminated and no Letter of Credit shall be outstanding. (b) A Guarantor Subsidiary shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary shall be automatically released upon in the consummation circumstances set forth in Section 9.8(d) of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the The Security Interest in such any Collateral shall be automatically released,released in the circumstances set forth in Section 9.8(d) of the Credit Agreement. (d) In connection with any termination or release pursuant to paragraph (aSection 6.13(a), (b6.13(b) or (c) above6.13(c), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective any Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) aboveSection 6.13(d), it such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent a certificate of an officer’s certificate Authorized Officer of the Borrower certifying that the release of the respective applicable Collateral is permitted pursuant to paragraph (aSection 6.13(a), (b6.13(b) or (c6.13(c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.146.13.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date. (b) A Guarantor , and the Liens granted by each relevant Grantor hereunder shall be automatically released and each relevant Grantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral circumstances described in Article 8 or Section 9.21 of the Credit Agreement, as applicable (and, in any event, upon such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureGrantor becoming an Excluded Subsidiary). (cb) Upon (i) any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that Collateral, which such sale, transfer or disposition is permitted under the Indenture Credit Agreement, to any person Person that is not the Borrower or a Grantoranother Grantor (including, without limitation, an Excluded Subsidiarity), or (ii) upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with becoming or constituting an Excluded Asset as a result of a transaction or transactions permitted under the terms of the IndentureCredit Agreement, the Security Interest Liens granted in such Collateral hereunder shall automatically be automatically released,. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Agent shall shall, subject to receipt of a certificate from a Responsible Officer of the Borrower if required under the Credit Agreement and requested by the Collateral Agent, promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expense, (i) all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release and (ii) all Pledged Collateral that no longer constitutes Collateral as a result of such termination or release. In addition, in connection with any termination or release pursuant to paragraph (b) above, the Collateral Agent shall, subject to receipt of a certificate from a Responsible Officer of the Borrower certifying that any asset which constituted Collateral has become or constitutes an Excluded Asset as a result of a transaction or transactions permitted under the Credit Agreement, promptly execute and deliver to the Borrower a certification of the Collateral Agent (x) certifying that the Liens on the applicable assets granted hereunder have been released and (y) attaching any UCC termination statements or similar documents required by clause (i) above and acknowledging its obligations under clause (i) above (which such certification, if requested by the Borrower, may be disclosed on a non-reliance basis to the counterparty under the applicable Asset Financing Facility or CRE Financing). Any execution and delivery of documents any document or certificate pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the The Borrower shall reimburse the Collateral Agent upon demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the fees, disbursements and other charges and expenses of counselone outside counsel (and, if necessary, of one local counsel in any relevant jurisdiction), incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Section 9.03(a) of the Credit Agreement. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 other Secured Party as the result of any release of Collateral by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12.

Termination or Release. (a) This Agreement, the Collateral Agreement, any Short Form Intellectual Property Security InterestAgreement, any Intellectual Property Security Agreement Supplement, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall automatically terminate on the Termination Date. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. Upon (ci) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement or any other Loan Document to any person that is not the Borrower or a GrantorPerson other than any other Loan Party, or upon (ii) the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral pursuant to Section 9.02 and Section 8.10(a) of the Credit Agreement or (iii) with respect to any Collateral owned by a Grantor, the release of such Grantor from its obligations under the applicable Guarantee Agreement in accordance with the terms of the IndentureLoan Documents, the Security Interest security interest granted to, or held by, the Administrative Agent in such Collateral shall be automatically released,. (c) Upon the granting of a security interest in any Collateral to another Person by a Grantor pursuant to, and in accordance with the terms of, Section 6.02(d) or (i) of the Credit Agreement, the security interest granted to, or held by, the Administrative Agent in such Collateral shall be released or subordinated to such security interest granted to such Person. (d) Each Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released if such Grantor ceases to be a Material Subsidiary pursuant to the terms of the Credit Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) aboveof this Section 5.13, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 5.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations have been indefeasibly 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 Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorPledgor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02(b) of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (c) Notwithstanding anything to the contrary in this Agreement, on the Catalytica Combustion Release Date, the security interest in the Collateral granted by Catalytica Combustion and each other Grantor that is a subsidiary of Catalytica Combustion shall automatically be released, and Catalytica Combustion and such other Grantors shall automatically be released from their obligations under this Agreement, in each case without any further action by the Collateral Agent or any other party. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such Grantor’s sole Pledgor's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall not terminate on until the Termination Datereceipt of notice by the Collateral Trustee of the Discharge of Obligations in accordance with the Intercreditor Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon (i) the consummation of any transaction permitted by the Indenture Credit Agreement, any Other Credit Agreement and any Reimbursement Agreement and permitted (if addressed therein or, otherwise, not prohibited) by the other applicable Financing Documents as a result of which such Subsidiary Guarantor ceases to be a Guarantor under Subsidiary or (ii) the Indenturedesignation of such Subsidiary as an Unrestricted Subsidiary or Excluded Subsidiary pursuant to Section 9.11 of the Credit Agreement and any analogous section of any Other Credit Agreement and any Reimbursement Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral shall be released in accordance with the terms Section 5.1 of the Indenture, the Security Interest in such Collateral shall be automatically released,Intercreditor Agreement. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent Trustee shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) Trustee or any First-Lien Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent Trustee upon demand for all reasonable out-of-pocket and documented costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.13. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall automatically terminate on and be released with respect to all Secured Obligations when the Termination DateConditions have been satisfied. (bi) A Guarantor Any Grantor’s obligations hereunder and all Security Interest in and Lien on its Collateral granted by such Grantor shall automatically be released upon the occurrence of a Guarantee Release Event with respect to such Guarantor or if such Grantor is otherwise released from its obligations hereunder under its Guaranty pursuant to the ABL Credit Agreement and (ii) the Security Interests created hereunder Interest in the and Lien on any Collateral of such Guarantor shall be automatically released in upon the consummation occurrence of any transaction permitted by a Lien Release Event or otherwise in the Indenture as a result of which such Guarantor ceases to be a Guarantor under circumstances set forth in the IndentureABL Credit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or paragraph (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and take all other actions (including return of any pledged collateral) reasonably requested by any Grantor, at such Grantor’s expense, in connection with such release, including authorizing such Grantor or its representative to file any UCC amendment or termination statements with respect to such release. Any execution and delivery of documents pursuant to this Section 6.14 6.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ed) At any time that the respective Grantor desires that the Collateral Agent take any action of the actions described in immediately preceding paragraph (d) above(c)), it shall, upon request of form 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(b)) above, whereupon the Collateral Agent shall, upon such Grantor’s sole cost and expense, execute and deliver such acknowledgments and releases as such Grantor may reasonably request in connection with such release (which shall be conditional upon the occurrence of such transaction or event, if applicable). The Collateral Agent shall be entitled to and shall rely exclusively on such officer’s certificate. 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 6.146.12. Notwithstanding anything to the contrary in any Loan Document, the Liens granted hereunder will be automatically released as set forth in Section 10.11 of the ABL Credit Agreement.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall automatically terminate on with respect to all Secured Obligations and any Liens granted under this Agreement or arising therefrom shall be automatically released upon termination of the Termination DateCollateral Trust Agreement and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable). (b) A Guarantor 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 securing all or any portion of the Collateral shall be automatically released hereunder to the extent permitted to be released in accordance with Section 12.02 of the Indentures and Section 4.1 of the Collateral Trust Agreement, including without limitation, as to any Collateral that does not constitute Permanent Collateral, upon the Working Capital Notes Termination. (c) Subject to Section 4.1 of the Collateral Trust Agreement, the Issuer or any Grantor shall be entitled to request the Collateral Trustee to release any Grantor from its all obligations hereunder and to terminate the Security Interests created hereunder Interest in the Collateral of such Guarantor shall be automatically released upon Grantor, in each case, if all of the consummation Equity Interests of such Subsidiary owned by any Grantor are sold or transferred in a transaction permitted by under the Indenture as a result of which Indentures and the Collateral Trust Agreement or such Guarantor Grantor ceases to be a Subsidiary Guarantor under and as defined in the IndentureIndenture or at any time prior to the Working Capital Termination, becomes an Excluded Subsidiary under and as defined in the Working Capital Documents. (cd) Upon any sale or other transfer by any Subject to Section 4.1 of the Collateral Trust Agreement, the Issuer and each Grantor of shall be entitled to request the Collateral Trustee to release the Security Interest in any Collateral (i) at the time any Collateral is disposed or to be disposed as part of or in connection with any Asset Sale or Collateral Disposition (each as defined in the Indentures) that is permitted under the Indenture Indentures to any person that is not Person other than a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Borrower Collateral Trustee or (ii) upon any Collateral becoming (and for so long as such asset constitutes) an Initial Collateral Excluded Asset in the case of any Initial Collateral or a Grantor, or upon Permanent Collateral Excluded Asset in the effectiveness case of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released,Permanent Pledged Collateral. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) aboveof this Section 6.11, upon receipt of any documents required to be delivered under the Indentures or the Collateral Trust Agreement, the Collateral Agent Trustee shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, as applicable, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Collateral Trustee’s possession. Any execution and delivery of documents pursuant to this Section 6.14 6.11 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Trustee. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall automatically terminate on with respect to all Secured Obligations and any Liens granted under this Agreement or arising therefrom shall be automatically released upon termination of the Termination DateCollateral Trust Agreement and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable). (b) A Guarantor 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 securing all or any portion of the Collateral shall be automatically released hereunder to the extent permitted to be released in accordance with Section 12.02 of the Indentures and Section 4.1 of the Collateral Trust Agreement, including without limitation, as to any Collateral that does not constitute Permanent Collateral, upon the Working Capital Notes Termination. (c) Subject to Section 4.1 of the Collateral Trust Agreement, the Issuer or any Grantor shall be entitled to request the Collateral Trustee to release any Grantor from its all obligations hereunder and to terminate the Security Interests created hereunder Interest in the Collateral of such Guarantor shall be automatically released upon Grantor, in each case, if all of the consummation Equity Interests of such Subsidiary owned by any Grantor are sold or transferred in a transaction permitted by under the Indenture as a result of which Indentures and the Collateral Trust Agreement or such Guarantor Grantor ceases to be a Subsidiary Guarantor under and as defined in the IndentureIndenture or at any time prior to the Working Capital Termination, becomes an Excluded Subsidiary under and as defined in the Working Capital Documents. (cd) Upon any sale or other transfer by any Subject to Section 4.1 of the Collateral Trust Agreement, the Issuer and each Grantor of shall be entitled to request the Collateral Trustee to release the Security Interest in any Collateral (i) at the time any Collateral is disposed or to be disposed as part of or in connection with any Asset Sale or Collateral Disposition (each as defined in the Indentures) that is permitted under the Indenture Indentures to any person that is not Person other than a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Borrower Collateral Trustee or (ii) upon any Collateral becoming (and for so long as such asset constitutes) an Initial Collateral Excluded Asset in the case of any Initial Collateral or a Grantor, or upon Permanent Collateral Excluded Asset in the effectiveness case of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released,Permanent Pledged Collateral. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or, (d) or (cf) aboveof this Section 6.11, upon receipt of any documents required to be delivered under the Indentures or the Collateral Trust Agreement, the Collateral Agent Trustee shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, as applicable, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Collateral Trustee’s possession. Any execution and delivery of documents pursuant to this Section 6.14 6.11 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Trustee. (ef) At The Security Interest and all other security interests granted hereby in the Incremental Leadenhall Collateral and the Incremental Permanent Pledged Collateral shall automatically terminate with respect to all Secured Obligations and any time that Liens granted under this Agreement in the respective Grantor desires that Incremental Leadenhall Collateral and the Incremental Permanent Pledged Collateral Agent take any action described shall be automatically released hereunder the earlier of (i) the Outside Date (as defined in preceding paragraph the Support Agreement) if at such date the August Consent Supplemental Indentures have not been entered into and (dii) above, it shall, upon request payment in full of the Collateral Agent, deliver to Non-Extendable Notes (as defined in the Collateral Agent an officer’s certificate certifying that August Consent Supplemental Indentures) at the release of Scheduled Maturity Date (as defined in the respective Collateral is permitted pursuant to paragraph (aIndenture), (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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral Guarantee and pledges made by Holdings herein and all other security interests granted by Holdings hereby shall automatically terminate on and/or be released upon the occurrence of the Termination DateDate or otherwise in accordance with Section 9.18 of the Asset-Based Revolving Credit Agreement. (b) A Guarantor If any of the Pledged Collateral shall automatically be released from its obligations hereunder and become subject to the Security Interests created hereunder release provision set forth in Section 2.05 of the ABL Intercreditor Agreement, such Pledged Collateral of such Guarantor shall be automatically released upon from the consummation of any transaction permitted by security interest in such Pledged Collateral to the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indentureextent provided therein. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or of this Section 6.13, subject to Section 9.18 of the ABL Credit Agreement (c) aboveincluding the delivery of any certificate required thereunder), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, Holdings all Uniform Commercial Code termination statements and similar documents that such Grantor Holdings shall reasonably request to evidence such termination or releaserelease (including, without limitation, Uniform Commercial Code termination statements), and will duly assign and transfer to Holdings 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. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be made without recourse to or representation or warranty by the Collateral Agent Agent. In connection with any release pursuant to paragraph (other than a) or (b) above, Holdings shall be permitted to take any representation action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Subject to Section 9.18 of the ABL Credit Agreement (including the delivery of any certificate required thereunder) upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, in form and warranty that substance reasonably satisfactory to the Collateral Agent, the Collateral Agent has shall execute, deliver or acknowledge such instruments or releases to evidence the authority release of the Pledged Collateral permitted to execute and deliver such documents) or any Secured Partybe released pursuant to this Agreement. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for Holdings agrees to pay all reasonable and documented out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it the Collateral Agent (and its representatives) in connection with any action contemplated by this Section 6.14the execution and delivery of such release documents or instruments. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Security Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall automatically terminate on with respect to all Note Obligations in accordance with the Termination DateNote Documents upon the payment in full of all Note 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 Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of Upon (i) any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer Asset Sale by any Grantor of any Collateral that is permitted under the Indenture Note Documents to any person that is not the Borrower or a Person other than any other Grantor, or upon (ii) the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance pursuant to the Note Documents, or (iii) with respect to any Collateral owned by a Grantor, the release of such Grantor from its obligations under the Guaranty pursuant to the terms of the IndentureGuaranty, in each case, the Security Interest security interest granted hereunder in such Collateral shall be automatically released,; provided that, with respect to the sales or transfer contemplated at clause (i) of this Section 6.14(b), the Security Interest shall attach to the Proceeds thereof. (dc) In connection with any termination termination, release or release subordination pursuant to paragraph clauses (a), ) or (b) or (c) aboveof this Section 6.14, the Collateral Agent Trustee shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination termination, release or releasesubordination. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Trustee. (ed) At any time that the respective Grantor desires that the Collateral Agent Trustee take any action of the actions described in the immediately preceding paragraph clause (d) abovec), it shall, upon request of the Collateral AgentTrustee, deliver to the Collateral Agent Trustee a certificate of an officer’s certificate Officer of Issuer certifying that the release of the respective Collateral is permitted pursuant to paragraph clauses (a), ) or (b) or (c)of this Section 6.14. The Collateral Agent Trustee shall have no liability whatsoever to any Secured Party Noteholder as the result of any release of Collateral by it as permitted (or which the Collateral Agent Trustee in good faith believes to be permitted) by this Section 6.14.

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until (i) the Credit Agreement has terminated pursuant to its express terms, the Security Interestand (ii) payment and satisfaction in full in cash of all (A) Facility Obligations (other than unripened, the pledge contingent indemnity obligations) owing as of the Pledged Collateral date of such termination (or with respect to any outstanding Letters of Credit, have been Cash Collateralized or Backstopped as required by the Credit Agreement) and all other security interests granted hereby shall terminate on (B) Banking Services Obligations owing as of the Termination Datedate of such termination and no Commitments of the Administrative Agent or the Lenders which would give rise to any Obligations are outstanding. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture Section 4.1(d) to any person Person that is not the Borrower or a Grantoranother Grantor or, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Administrative Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.12, the Borrower Borrowers shall reimburse the Collateral Administrative Agent promptly upon demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the reasonable and documented fees, charges and expenses of one primary counsel (plus any applicable local counsel), incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on at the Termination Date. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder time provided for in the Collateral Section 10.08 of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (cb) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Indenture or the Intercreditor Agreement to any person Person that is not a Pledgor, or, if any of the Borrower or a Grantor, or upon the effectiveness of any written consent Collateral shall otherwise become subject to the release provisions set forth in Section 10.03 of the Security Interest granted hereby in any Collateral in accordance with the terms Indenture or Section 5.1 of the IndentureIntercreditor Agreement, the Security Interest in such Collateral shall be automatically released,released from the security interest created by this Agreement to the extent provided for in Section 10.03 of the Indenture or Section 5.1 of the Intercreditor Agreement, as applicable. To the extent applicable, the Issuer will comply with Section 314(d) of the TIA (as defined in the Second Priority Security Agreement), relating to the release of property or securities from the Lien and Security Interest and to any substitution therefor of any property or securities to be subjected to the Lien created by this Agreement. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer (as defined in the Second Priority Security Agreement) of the Issuer except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such Grantor’s sole Pledgor's expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until (i) the Credit Agreement has terminated pursuant to its express terms, the Security Interestand (ii) payment and satisfaction in full in cash of all Secured Obligations (other than unripened, the pledge contingent indemnity obligations) owing as of the Pledged Collateral date of such termination (or with respect to any outstanding Letters of Credit, have been cash collateralized as required by the Credit Agreement) and all other security interests granted hereby shall terminate on no Commitments of any Agent or the Termination DateLenders which would give rise to any Obligations are outstanding. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture Section 4.1(d) to any person Person that is not the Borrower or a Grantoranother Grantor or, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.12, the Borrower shall reimburse the Collateral Agent promptly upon demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the reasonable and documented fees, charges and expenses of one primary counsel (plus any applicable local counsel), incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Obligations when all the Termination Dateoutstanding 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, tax, gross-up, yield protection and expense reimbursement obligations for which no claim has been made to the Borrower) 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 Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement (including pursuant to an effective amendment or waiver in respect thereof) as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary or is designated as an Unrestricted Subsidiary of the IndentureBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.01 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveof this Section 5.13, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 5.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This AgreementAgreement shall continue in effect until, and shall terminate upon, the Security Interest, the pledge satisfaction of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateConditions. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interests security interests created hereunder in the Collateral of such Guarantor Grantor shall be automatically released upon in the consummation circumstances set forth in Section 9.12 and Section 10.24 of the Credit Agreement, including, with respect to any Subsidiary Guarantor, as a result of any transaction permitted by under the Indenture as a result of Credit Agreement pursuant to which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary of a Borrower. (c) Upon any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture Section 4.1(d) to any person Person that is not the Borrower or a another Grantor, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral as set forth in accordance with the terms Section 9.12 or 10.24 of the IndentureCredit Agreement, the Security Interest 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 upon termination or expiration of such lease, pursuant to Section 9.12 or 10.24 of the Credit Agreement. (e) The security interest in any Collateral shall be automatically released in any circumstance set forth in Section 9.12 or 10.24 of the Credit Agreement or upon any release of the Lien on such Collateral in accordance with Section 9.12 or 10.24 of the Credit Agreement. (f) In connection with any termination or release pursuant to paragraph Section 7.12 (a), (b), (c), (d) or (c) abovee), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.10, the Borrower shall reimburse (or cause to be reimbursed) the Collateral Agent upon demand in accordance with Section 10.04 of the Credit Agreement for all reasonable and documented 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 6.147.12. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, Agreement and the pledge of the Pledged Collateral and all other security interests granted interest created hereby shall terminate on upon the Termination DateDischarge of Obligations (as defined in the Security Agreement). Upon the Discharge of Obligations with respect to the Indenture, the Required Secured Parties shall be entitled to appoint a successor Collateral Agent under this Agreement and the other Security Document to the extent that any Permitted Additional Pari Passu Obligations remain outstanding at such time. (b) A Guarantor shall automatically be released from its obligations hereunder and Subject, in each case, to the Security Interests created hereunder in terms of the Collateral of such Guarantor shall be automatically released Intercreditor Agreement, upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor Pledgor of any Pledged Collateral that is permitted under the Indenture and each Additional Pari Passu Agreement and to any person Person that is not the Borrower or a GrantorPledgor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Pledged Collateral in accordance with pursuant to the terms of the IndentureIndenture and each Additional Pari Passu Agreement, the Security Interest security interest in such Pledged Collateral shall be automatically released,. (c) The security interests granted hereunder shall terminate and be released, in whole or in part, (i) as to Note Obligations under the Indenture, as provided in the Indenture and (ii) as to the Permitted Additional Pari Passu Obligations under any Additional Pari Passu Agreement, as provided in such Additional Pari Passu Agreement. (d) In connection with any Upon termination of this Agreement or release of the security interest in any Pledged Collateral pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantorthe Pledgors, at such Grantor’s sole the Pledgors’ expense, all Uniform Commercial Code termination statements and similar appropriate documents that such Grantor which the Pledgors shall reasonably request to evidence such termination or releasetermination. Any execution and delivery of termination statements or documents pursuant to this Section 6.14 16 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations have been indefeasibly paid in full (other than wholly contingent Obligations in respect of indemnification and expense reimbursement obligations hereunder or under any other Loan Document to the extent such Obligations are not due and payable) and the Lenders have no further commitment to lend under the Credit Agreement, the Standby LC Exposure has been reduced to zero, the Trade LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorPledgor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02(b) of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. 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 Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be released from its obligations under this Agreement without further action. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) aboveb), the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such Grantor’s sole Pledgor's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. If, in compliance with the terms and provisions of the Credit Agreement and the other Loan Documents, (ai) This Agreementall or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is a Credit Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the Security Interestconsummation of such sale or transfer, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination Date. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security such Equity Interests created hereunder in to the Collateral of such Guarantor Agent pursuant to the Collateral Documents shall be automatically released upon released, and, so long as the consummation of any transaction permitted by Parent Borrower shall have provided the Indenture Collateral Agent such certifications or documents as a result of which the Collateral Agent shall reasonably request, the Collateral Agent shall, at such Guarantor ceases Transferred Guarantor’s expense, take such actions as are necessary to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the effect each release of the Security Interest granted hereby described in any Collateral this Section 5.13 in accordance with the relevant provisions of the Collateral Documents. Upon the payment in full of all Obligations (other than obligations in respect of Cash Management Agreements, Designated Hedge Agreements, contingent indemnity obligations for which no demand has been made), termination or expiration of the Commitments of the Lenders to make any Loan or to issue any Letter of Credit and termination or Cash Collateralization in accordance with the provisions of the Credit Agreement of all Letters of Credit, this Agreement and the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Credit Agreement. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security InterestGuarantees made herein, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateLoan Document Obligations have been indefeasibly 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 the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. (b) Upon the occurrence of the Collateral Release Event, the Liens on the Collateral will be released and terminated in accordance with and subject to Section 9.15 of the Credit Agreement. (c) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under Subsidiary of the IndentureBorrower; provided that 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. (cd) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (de) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (c) aboved), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole 's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interestguarantees provided hereby, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations (other than contingent obligations for indemnification and expense reimbursement) have been paid in full in cash, the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Obligations have been reduced to zero and the Issuing Lenders have 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 Interests created hereunder security interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon (i) the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary or (ii) a Change in Status with respect to such Subsidiary Guarantor. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person Person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.1 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Administrative Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Administrative Agent upon demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the reasonable and documented fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations (other than contingent indemnification obligations as to which no claim has been made) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement. (ba) A Guarantor Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Grantor ceases to be a Guarantor under the IndentureSubsidiary. (cb) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person Person that is not the Borrower a Grantor or a Grantor, or upon (ii) the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.056.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.146.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon the Termination DateDischarge of Obligations. (b) A Subsidiary Guarantor shall(but not, for the avoidance of doubt, Parent Guarantor, Holdings GP, Holdings or the Borrower) shall automatically be released from its obligations hereunder and the Security Interests created hereunder pledge and security interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which (i) all or substantially all of the Capital Stock or property of such Subsidiary Guarantor ceases are sold or otherwise transferred to be a person or persons, none of which is a Loan Party or (ii) such Subsidiary Guarantor under becomes an Excluded Subsidiary; provided that the IndentureRequired Lenders (or such other percentage or number of Lenders as required by the Credit Agreement) shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (other than a sale or transfer to any person that is not the Borrower or a Grantoranother Loan Party), or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.1 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (aSection 7.11(a), (b) or (c) above), the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 7.11 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (e) At any time that Notwithstanding anything to contrary set forth in this Agreement, each Hedge Bank and Cash Management Bank by the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon request acceptance of the Collateral Agent, deliver to benefits under this Agreement hereby acknowledges and agrees that (i) the Collateral Agent an officer’s certificate certifying that the release Security Interests granted under this Agreement of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to Obligations of any Grantor and its Subsidiaries under any Secured Party Swap Agreement and any Secured Cash Management Agreement shall be automatically released upon the Discharge of Obligations, in each case, unless the Obligations under any such Secured Swap Agreement or any such 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 the result of 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 by it or of a Grantor, as the case may be, effected in the manner permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.14Agreement shall not require the consent of any Hedge Bank or any Cash Management Bank.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Obligations and any Liens arising therefrom shall be automatically released when all the Termination Dateoutstanding Obligations have been indefeasibly satisfied and discharged in accordance with Section 12.01 of the Indenture. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture.[Reserved] (c) Upon any sale or other transfer disposition by any Grantor of any Collateral that is permitted under not prohibited by the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 10.04 of the Indenture, the Security Interest security interest of such Grantor in such Collateral shall be automatically released,. (d) [Reserved] (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) aboveof this Section 6.14, upon receipt of the documents required by paragraph (f) of this Section 6.14 and the Indenture, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ef) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d) abovee), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officerOfficer’s certificate Certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b), (c) or (cd). The Collateral Agent shall have no liability whatsoever to any Secured Party or any other Person as the a 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 6.14reliance on such certificate.

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until (i) the Credit Agreement has terminated pursuant to its express terms, the Security Interestand (ii) payment and satisfaction in full in cash of all (A) Facility Obligations (other than unripened, the pledge contingent indemnity obligations) owing as of the Pledged Collateral date of such termination (or with respect to any outstanding Letters of Credit, have been Cash Collateralized or Backstopped as required by the Credit Agreement) and all other security interests granted hereby shall terminate on (B) Banking Services Obligations owing as of the Termination Datedate of such termination and no Commitments of the Administrative Agent or the Lenders which would give rise to any Obligations are outstanding. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture Section 4.1(d) to any person that is not the Borrower or a Grantorother Person or, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (c) Upon the effectiveness of this Agreement, the security interest in all Collateral (as defined in the Existing Senior Credit Agreement) not constituting Collateral hereunder is automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, or Section 7.22, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Administrative Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.12, the Borrower Grantor shall reimburse the Collateral Administrative Agent promptly upon written demand for all reasonable and documented costs and out-of-pocket costs and expenses, including the reasonable and documented fees, charges and expenses of one primary counsel (plus any applicable local counsel), incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorSubsidiary Guarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole 's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.16 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.07, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable costs and 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 6.147.16. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on when all the Termination DateCollateral Obligations have indefeasibly been paid in full. (b) A Upon the sale or other disposition (including by way of consolidation or merger) of a Guarantor shall automatically be released from its obligations hereunder and or Grantor or the Security Interests created hereunder in sale or disposition of all or substantially all the Collateral assets of such Guarantor shall be automatically released upon or Grantor (in each case other than a sale or disposition to the consummation Company or an Affiliate of any transaction the Company and as permitted by the Indenture as a result and if in connection therewith the Company provides an Officers' Certificate to the Collateral Agent to the effect that the Company will comply with its obligations under Section 4.06 of which the Indenture), such Guarantor ceases to or Grantor shall be a deemed released from all obligations hereunder without any further action required on the part of the Trustee or any Holder. (c) A Guarantor under or Grantor also shall be released (i) upon the designation of such Guarantor or Grantor as an Unrestricted Subsidiary; or (ii) if the Company exercises its legal defeasance option or its covenant defeasance option as permitted by Section 8.01 of the Indenture. (cd) Upon If any sale or other transfer by any Grantor of any the Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent shall become subject to the disposition, release of the Security Interest granted hereby or eminent domain provisions set forth in any Collateral in accordance with the terms Sections 11.03, 11.04 and 11.06 of the Indenture, the Security Interest in such Collateral shall be automatically released,released from the Security Interest to the extent provided in Sections 11.03, 11.04 and 11.06 of the Indenture. (de) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole 's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 6.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security InterestGuarantees, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateObligations (other than Obligations under Specified Hedge Agreements) then due and owing 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 Credit under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under Subsidiary of the IndentureBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.8 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,released and the Administrative Agent will confirm such release in writing promptly after written request therefor. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAdministrative Agent. Without limiting the provisions of Section 6.057.6, the Borrower shall reimburse the Collateral Administrative Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations have been indefeasibly paid in full and the Lender has no further commitment to lend under the Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under the IndentureSubsidiary. (c) Upon any sale or other transfer by any Grantor the Borrower of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a GrantorCredit Agreement, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 8.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent Lender shall promptly execute and deliver to any Grantorthe Borrower, at such Grantorthe Borrower’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor the Borrower shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyLender. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent Lender upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateDate (other than to the extent any funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank). (b) A Guarantor shall automatically be released from its obligations hereunder hereunder, and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released, as and when provided in Section 9.17(a)(iii) of the Credit Agreement. The Security Interest in any Collateral shall be automatically released upon as and when provided in Section 9.17(a)(i) of the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counselone primary counsel and, if reasonably necessary, one local counsel in any relevant material jurisdiction, incurred by it in connection with any action contemplated by this Section 6.14. (ed) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations when the Termination DateConditions have been satisfied; 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 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 Interests created hereunder Interest in the any Collateral of such Guarantor shall be automatically released in the circumstances set forth in Section 10.11(a) of the Credit Agreement or upon any release of the consummation Lien on such Collateral in accordance with Sections 10.11(b) or (d) of the 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 Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureLoan Documents. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or paragraph (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and take all other actions (including return of any pledged collateral) reasonably requested by any Grantor, at such Grantor’s expense, in connection with such release, including authorizing 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 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ed) At any time that the respective Grantor desires that the Collateral Agent take any action of the actions described in immediately preceding paragraph (d) abovec), 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) or (c)above. 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 6.147.12.

Termination or Release. (a) This Agreement, the Security InterestGuarantees, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on when all the Termination DateLoan Document Obligations (other than wholly contingent indemnification obligations) then due and owing 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 Credit under the Credit Agreement. (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under Subsidiary of the IndentureBorrower. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower or a GrantorGuarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,released and the Collateral Agent will confirm such release in writing promptly after written request therefor. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAgent. Without limiting the provisions of Section 6.057.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and out of pocket expenses, including the fees, charges and expenses disbursements of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This AgreementAgreement shall terminate (other than provisions hereof providing for indemnities, reimbursement obligations and similar contingent obligations) and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on be automatically released upon the Termination DateDischarge of Term Obligations. (b) A Guarantor Grantor which was a Credit Party immediately prior to the consummation of any transaction permitted by the Term Loan Agreement shall automatically be released from its obligations hereunder and the Security Interests created hereunder security interests in the Collateral granted under this Agreement of such Guarantor Grantor shall be automatically released upon the consummation of any such transaction permitted by the Indenture Term Loan Agreement as a result of which such Guarantor Grantor ceases to be a Guarantor under Credit Party in accordance therewith; provided, that, prior or substantially concurrently with such release, all Liens in such Collateral granted by such Grantor as security for the IndentureRevolving Obligations, shall have been or shall be released, as applicable. (c) Upon any sale or other transfer by any Grantor of any Collateral to a Person that is not a Grantor that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the IndentureTerm Loan Agreement, the Security Interest security interest in such Collateral shall be automatically released,; provided that, prior or substantially concurrently with such release, all Liens in such Collateral granted by such Grantor as security for the Revolving Obligations, shall have been or shall be released, as applicable. (d) In connection with any termination or release pursuant to paragraph clause (a), (b) or (c) aboveof this Section 10, the Term Collateral Agent shall promptly shall, execute and deliver to any the applicable Grantor, at such Grantor’s sole expenseexpense (but without recourse or representation or warranty), all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations when all Secured Obligations (excluding contingent obligations as to which no claim has been made and the Termination DateSpecified Hedge Obligations and Specified Cash Management Services Obligations) have been paid in full, all Commitments have terminated and no Letter of Credit shall be outstanding. (b) A Guarantor Subsidiary shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary shall be automatically released upon in the consummation circumstances set forth in Section 9.8(d) of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the The Security Interest in such any Collateral shall be automatically released,released in the circumstances set forth in Section 9.8(d) of the Credit Agreement. (d) In connection with any termination or release pursuant to paragraph (aSection 6.15(a), (b6.15(b) or (c) above6.15(c), the Collateral Agent shall promptly (i) execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or releaserelease and (ii) subject to the provisions of any Permitted Intercreditor Agreement, return or cause to be returned to such Grantor all Collateral that is subject to such release and is held or controlled by the Collateral Agent. Any execution and delivery of documents documents, or performing of other actions, pursuant to this Section 6.14 6.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective any Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) aboveSection 6.15(d), it such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent a certificate of an officer’s certificate Authorized Officer of the Borrower certifying that the release of the respective applicable Collateral is permitted pursuant to paragraph (aSection 6.15(a), (b6.15(b) or (c6.15(c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.146.15.

Termination or Release. (a) This Agreement and the Guaranty made herein shall terminate with respect to all Guaranteed Obligations when all the 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 liabilities under any Bank Products 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 U.S. Subfacility under the Credit Agreement, the Security Interest, Outstanding Amount of U.S L/C Obligations has been reduced to zero and the pledge U.S. L/C Issuers have no further obligations to issue U.S. Letters of Credit under the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination DateCredit Agreement. (b) A The Guarantor shall automatically be released from its obligations hereunder and as provided in Section 9.11 of the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or (b) or (c) aboveof this Section 4.10, the Collateral Administrative Agent shall promptly execute and deliver to any Grantorthe Guarantor, at such Grantorthe Guarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor the Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.11 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 6.14 4.10 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ed) At any time that the respective Grantor a U.S. Borrower party hereto desires that the Collateral Administrative Agent take any action of the actions described in immediately preceding paragraph (d) abovec), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph (a), (b) or (cb). The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party as the a result of any release of Collateral the Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.10. (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank, each Hedge Bank and each Lender or each Affiliate of a Lender providing Bank Products, by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the obligations of the U.S. Borrowers or any Subsidiary under any Secured Hedge Agreement, Bank Products and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Guaranteed Obligations are so guaranteed and (ii) any release of the Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank, Cash Management Bank or Lender or any Affiliate of a Lender providing Bank Products.

Termination or Release. (a) This AgreementUpon the Release Date, the Security Interest, the pledge of the Pledged Collateral this Guaranty and all obligations (other security interests granted hereby than those expressly stated to survive such termination) of each Guarantor hereunder shall terminate on the Termination Dateterminate. (b) A Guarantor shall be automatically released from its obligations hereunder to the extent set forth in Section 9.19(c) of the Credit Agreement and thereafter shall no longer constitute a Guarantor under or pursuant to this Guaranty. (c) At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and the Security Interests created hereunder in the Collateral event that all the Equity Interests of such Guarantor Subsidiary shall be automatically released upon the consummation sold, transferred or otherwise disposed of any in a transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral Credit Agreement; provided that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent shall have delivered to the release Agent, at least ten (10) Business Days prior to the date of the Security Interest granted hereby proposed release (or such shorter period of time as the Agent may permit in any Collateral in accordance with its sole discretion), a written request for release identifying the relevant Guarantor and the terms of the Indenturesale or other disposition in reasonable detail, including the Security Interest price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such Collateral shall be automatically released,transaction is in compliance with the Credit Agreement and the other Loan Documents. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 20 shall be without recourse to or recourse, representation or warranty of any kind (whether express or implied) by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This AgreementSecurity Agreement shall continue in effect until, and shall terminate on, the Security Interest, the pledge Date of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination Date. (b) Full Satisfaction. A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interests security interests created hereunder in the Collateral of such Guarantor Grantor shall be automatically released upon in the consummation circumstances set forth in Sections 10.06 and 12.05 of the Indenture, including, with respect to any transaction permitted by the Indenture Grantor, as a result of any transaction not prohibited under the Indenture pursuant to which such Guarantor Grantor ceases to be a Guarantor under Subsidiary of the Indenture. (c) Company. Upon any sale sale, transfer or other transfer disposition by any Grantor of any Collateral that is permitted under the Indenture to any person Person that is not the Borrower or a another Grantor, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral as set forth in accordance with the terms Sections 10.06 and 12.05 of the Indenture, the Security Interest 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 upon termination or expiration of such lease. The security interest in any Collateral shall be automatically released in any circumstance set forth in Sections 10.06 and 12.05 of the Indenture or upon any release of the Lien on such Collateral in accordance with Sections 10.06 and 12.05 of the Indenture. In connection with any termination or release pursuant to paragraph (aSection 7.12(a), (b) ), (c), (d), or (c) abovee), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments; provided that the Collateral Agent may reasonably request a certificate of a Responsible Officer of the Company certifying that the transaction or transactions giving rise to such termination or release are permitted under the Indenture and the other Indenture Documents, and the Collateral Agent may rely on such certificate in connection with any execution and delivery of documents by the Collateral Agent pursuant to this Section 7.12. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent or any Secured Party (other than any representation and warranty that the Collateral Agent has the authority with respect to authorization to execute and deliver such documents) or any Secured Partydocument). Without limiting the provisions of Section 6.057.10, the Borrower Company or shall reimburse (or cause to be reimbursed) the Collateral Agent upon 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described 7.12 in preceding paragraph (d) above, it shall, upon request accordance with Section 7.06 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 6.14Indenture.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall automatically terminate on and be released with respect to all Secured Obligations upon the earlier to occur of (i) the Termination Conditions having been satisfied and (ii) the Secured Debt Termination Date. (bi) A Guarantor Any Grantor’s obligations hereunder and all Security Interest in and Lien on its Collateral granted by such Grantor shall automatically be released from its obligations hereunder upon the occurrence of a Guaranty Release Event and (ii) the Security Interests created hereunder Interest in the and Lien on any Collateral of such Guarantor shall be automatically released upon the consummation occurrence of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureLien Release Event. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), ) or paragraph (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release and take all other actions (including return of any pledged collateral) reasonably requested by any Grantor, at such Grantor’s expense, in connection with such release, including authorizing such Grantor or its representative to file any UCC amendment or termination statements with respect to such release. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ed) At any time that the respective Grantor desires that the Collateral Agent take any action of the actions described in immediately preceding paragraph (d) abovec), it shall, upon request of from the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying reasonably satisfactory to the Collateral Agent that the release of the respective Collateral is permitted pursuant to paragraph (a), ) or (b) above, whereupon the Collateral Agent shall, upon such Grantor’s sole cost and expense, enter into the necessary and advisable documents requested by the Grantor to release or (cacknowledge the release of) Liens granted by such Grantor on any Collateral (which release may be conditional upon the occurrence of such transaction or event, if applicable). The Collateral Agent shall be entitled to and shall rely exclusively on such officer’s certificate. 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 6.147.12. Notwithstanding anything to the contrary in any Loan Document, the Liens granted hereunder will be automatically released as set forth by Section 9.11 of the Credit Agreement.

Termination or Release. (a) This Agreement, the Security Interest, the pledge The release of Liens on the Pledged Collateral securing any Series of First Lien Obligations, whether in connection with a sale, transfer or other disposition of such Pledged Collateral or otherwise, shall be governed by and all subject to the Covered Documents of such Series, and that nothing in this Agreement shall be deemed to amend or affect the terms of the Covered Documents of such Series with respect thereto; provided that if, at any time any Pledged Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the Applicable Secured Representative in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other security interests granted hereby Secured Parties on such Pledged Collateral will automatically be released and discharged upon final conclusion of foreclosure proceeding as and when, but only to the extent, such Liens on such Pledged Collateral of the Applicable Secured Representative are released and discharged; provided that any proceeds of any Pledged Collateral realized therefrom shall terminate on the Termination Datebe applied pursuant to Section 3.02(a). (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (aSection 4.13(a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantorthe Pledgor, at such Grantorthe Pledgor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor the Pledgor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by the Pledgor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 4.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interestguarantees made herein, the pledge of the Pledged Collateral Security Interest and all other security interests granted hereby shall terminate on terminate, and each Obligor shall be automatically released from its obligations hereunder, when all the Termination DateObligations are paid in full in cash (other than contingent indemnification obligations). (b) A Upon the consummation of any transaction or series of transactions as a result of which any Subsidiary Guarantor ceases to be a Subsidiary of the Borrower or ceases to be a Revolver Loan Party (as defined in the Revolving Credit Agreement), in each case that is not prohibited by the Loan Documents, then such Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder 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 Guarantor ceases to be a Guarantor under the Indenturereleased. (c) Upon any sale conveyance, sale, lease, assignment, transfer or other transfer disposition by any Grantor or Pledgor of any Collateral that is permitted under the Indenture to any person Person that is not (and is not required to become) a Loan Party in a transaction or series of transactions that is not prohibited by the Borrower or a GrantorLoan Documents, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) If any Guarantee by a Guarantor or any security interest granted hereby in or pledge provided herein of any Collateral violates or is in contravention of the definition of “Collateral and Guarantee Requirement” in the Credit Agreement or Section 5.10 of the Credit Agreement, such Guarantee or such security interest in or pledge of such Collateral, as applicable, shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) abovethis Section 7.14, the Collateral Agent shall promptly execute and deliver to any GrantorObligor, at such GrantorObligor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Obligor shall reasonably request to evidence such termination or releaserelease and shall assist such Obligor in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 6.14 7.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when the Termination Conditions have been satisfied; provided, however, that in connection with the termination of this Agreement, the Security InterestAdministrative 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 Secured Cash Management Agreements to the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination Dateextent not provided for thereunder. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral circumstances set forth in Sections 7.04, 9.12 and 10.24 of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the IndentureCredit Agreement. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph clauses (a), ) or (b) or (c) aboveof this Section 4.10, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to any GrantorGuarantor, at such GrantorGuarantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.14 4.10 shall be without recourse to or representation or warranty by the Collateral Administrative Agent (other than any representation and warranty that or the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (ed) At any time that the respective Grantor Guarantor desires that the Administrative Agent or the Collateral Agent take any action of the actions described in the immediately preceding paragraph clause (d) abovec), it shall, upon request of the Administrative Agent or the Collateral Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral Guarantor is permitted pursuant to paragraph clause (a), ) or (b) or (c)of this Section 4.10. The Administrative Agent and the Collateral Agent shall have no liability whatsoever to any Secured Party as the a result of any release of Collateral any Guarantor by it as permitted (or which the Collateral Administrative Agent in good faith believes to be permitted) by this Section 6.144.10.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest, the pledge grant of a security interest in the Pledged Collateral and all other security interests granted hereby shall terminate on upon the Termination Datepayment in full in cash of the Loans and all the other Loan Document Obligations (other than unasserted contingent and indemnification obligations), termination of all Commitments and Incremental Commitments and reduction of all exposure under any Letters of Credit issued and any Bankers’ Acceptances to zero (or the making of other arrangements satisfactory to the issuers thereof). (b) A Guarantor Subsidiary Party (other than any Borrower) shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Subsidiary Party (other than any Borrower) shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Subsidiary Party (other than any Borrower) ceases to be a Guarantor under Subsidiary; provided that the IndentureRequired 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. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (other than a sale or other transfer to any person that is not the Borrower or a GrantorU.S. Loan Party), or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 12.10 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) At any time that a Grantor desires that the Security 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), Holdings shall deliver to the Security Agent a certificate signed by a principal executive officer of Holdings 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) above), the Collateral Security Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release; provided, however, that (i) the Security 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 not in any manner discharge, affect or impair the U.S. Secured Obligations or any Liens upon (or obligations of Holdings or any of the Subsidiaries in respect of) all interests in Collateral retained by Holdings or any of the Subsidiaries. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Security Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 Security 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 as permitted in accordance with (or which the Collateral Security Agent in good faith believes to be permittedin accordance with) by this Section 6.147.13.

Termination or Release. (a) This Agreement, the Guarantees of the Obligations, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been indefeasibly paid in full (other than contingent indemnification obligations not then due and payable), the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure (other than with respect to Letters of Credit that have been fully cash collateralized on terms satisfactory to the Termination DateCollateral Agent and the applicable Issuing Bank) has been reduced to zero and the Issuing Banks have 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 Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor under Subsidiary. Upon request of such Subsidiary Guarantor, the IndentureCollateral Agent shall confirm such release in writing. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement to any person that is not the Borrower Terex or a GrantorSubsidiary Guarantor, or or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.08 of the IndentureCredit Agreement, the Security Interest in such Collateral shall be automatically released,. Upon request of such Grantor, the Collateral Agent shall confirm such release in writing. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.057.06, the Borrower Borrowers shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket and documented costs and out of pocket expenses, including the reasonable and documented fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.15. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released when all the Termination Dateoutstanding Secured Obligations have been indefeasibly paid in full and the Lender has no further commitment to lend under the Credit Agreement. (b) A Guarantor Grantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Grantor ceases to be a Guarantor under the IndentureSubsidiary or is designated as an Unrestricted Subsidiary of Borrower. (c) Upon any sale or other transfer disposition by any Grantor of any Collateral that is permitted under not prohibited by the Indenture to any person that is not the Borrower or a Grantor, Credit Agreement or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 9.02 of the IndentureCredit Agreement, the Security Interest security interest of 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 Grantor shall be automatically released if such Grantor ceases to be a Restricted Subsidiary pursuant to the terms of the Credit Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) aboveof this Section 6.14, the Collateral Administrative Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Administrative Agent. (ef) At any time that the respective Grantor desires that the Collateral Administrative Agent take any action described in the immediately preceding paragraph (d) abovee), it shall, upon request of the Collateral Administrative Agent, deliver to the Collateral Administrative Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b), (c) or (cd). The Collateral Administrative Agent shall have no liability whatsoever to any Secured Party or any other Person as the a 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 6.14reliance on such certificate.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date, and the Liens granted hereunder shall automatically be released in the circumstances described in Article 8 of the First Lien Credit Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the The Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket and documented costs and expenses, including the fees, charges any fees and expenses of counselone outside counsel (and, if necessary, of one local counsel in any relevant jurisdiction), incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Section 9.03(a) of the First Lien Credit Agreement. (ec) At any time that the respective any Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) aboveto acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 7.12(a), it shall, upon request of the Collateral Agent, such Grantor shall deliver to the Collateral Agent an officer’s a certificate certifying signed by a Responsible Officer of such Grantor (or the Borrower on behalf of such Grantor) stating that the release of the respective Collateral is permitted pursuant to paragraph such Section 7.12(a) and the terms of the First Lien Credit Agreement. At any time that any Grantor desires that the Agent take any action to acknowledge or give effect to any release of a Grantor hereunder, it shall deliver to the Agent a certificate signed by a Responsible Officer of such Grantor (a), or the Borrower on behalf of such Grantor) stating that the release of such Grantor (band its Collateral) or is permitted pursuant to such Section 7.12(a) and the terms of the First Lien Credit Agreement. (c). d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12.

Termination or Release. (a) This Subject to Section 10.9 of the Credit Agreement, this Agreement and the guarantees made in this Agreement shall terminate and the Security Interest, the pledge of the Pledged Collateral Interest and all other security interests granted hereby shall terminate on be automatically released when all the Termination DateObligations (other than contingent obligations not yet due and payable) have been indefeasibly paid in full. (b) A Guarantor Subsidiary of the Credit Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor Person shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor Person ceases to be a Guarantor under the IndentureCredit Party or a Subsidiary of a Credit Party. (c) Upon any sale or other transfer by any Grantor Credit Party of any Collateral that is expressly permitted under the Indenture Credit Agreement to any person that is not a Person other than the Borrower or a Grantoranother Credit Party, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with pursuant to the applicable terms and conditions of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. For the avoidance of doubt, any sale or other transfer by WDLLC, WD Capital, or any other applicable Credit Party under any applicable Agency Agreement to any applicable Agency of any Mortgage Loan and any related assets (including, without limitation, any promissory note or other related Pledged Debt with respect thereto and/or any interest in any related mortgaged property or other collateral therefor, but expressly excluding all servicing Income then constituting Collateral pursuant to Article 8) constitutes an Asset Disposition expressly permitted under the Credit Agreement and, immediately upon any such sale or transfer, any security interest therein shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c) aboveof this Section 7.15, the Collateral Administrative Agent shall promptly shall, upon five (5) Business Day’s written request (or such shorter period as may be permitted by the Administrative Agent in its sole discretion), execute and deliver to any GrantorPerson, at such GrantorPerson’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Person shall reasonably request to evidence such termination or releaserelease of its obligations or the security interests in its Collateral. Any execution and delivery of documents pursuant to this Section 6.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured PartyAdministrative Agent. Without limiting the provisions of Section 6.05In addition, the Borrower shall reimburse the Collateral Administrative Agent upon demand for all reasonable 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 6.14. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon the Borrower’s request and at the Borrower’s expense, (x) deliver instruments of assurance confirming the non-existence of any Lien under the Loan Documents with respect to assets of the Credit Parties described in the Credit Agreement that are excluded from the Collateral Agentand (y) release any Lien granted to or held by the Administrative Agent upon any Collateral: (I) constituting property in which no Credit Party owned an interest at the time the Lien was granted or at any time thereafter; (II) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under the Loan Documents or is about to expire and which has not been, deliver and is not intended by such Credit Party to be, renewed; or (III) consisting of an instrument or other possessory collateral evidencing Indebtedness or other obligations pledged to the Collateral Administrative Agent an officer’s certificate certifying that (for the release benefit of the respective Collateral is permitted pursuant to paragraph (aSecured Parties), (b) if the Indebtedness 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 (obligations evidenced thereby has been paid in full or which the Collateral Agent in good faith believes to be permitted) by this Section 6.14otherwise superseded.

Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest, the pledge grant of a security interest in the Pledged Collateral and all other security interests granted hereby shall terminate on upon the Termination Datepayment in full in cash of the Loans and all the other Loan Document Obligations (other than unasserted contingent and indemnification obligations), termination of all Commitments and Incremental 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 shall automatically be released from its obligations hereunder and the Security Interests created hereunder Interest in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture Credit Agreement as a result of which such Guarantor ceases to be a Guarantor under Subsidiary; provided that the IndentureRequired 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. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture Credit Agreement (other than a sale or other transfer to AbitibiBowater or any person that is not the Borrower or a GrantorSubsidiary of AbitibiBowater), or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with the terms pursuant to Section 12.10 of the IndentureCredit Agreement, the Security Interest security interest in such Collateral shall be automatically released,. (d) At any time that a Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of a Grantor or Collateral pursuant to the foregoing Section 7.13(b) or (c), AbitibiBowater shall deliver to the Collateral Agent a certificate signed by a principal executive officer of the AbitibiBowater stating that the release of the respective Grantor or Collateral is permitted pursuant to such Section 7.13(b) or (c). In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release; provided, however, that (i) the Collateral 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 not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Grantors in respect of) all interests in Collateral retained by the Grantors. Any execution and delivery of documents pursuant to this Section 6.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 other Secured Party as the result of any release of any Guarantor or Collateral by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by this Section 6.147.13.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date, and the Liens granted hereunder shall automatically be released in the circumstances described in Article 8 of the Term Loan Agreement. (b) A Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Guarantor under the Indenture. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Indenture to any person that is not the Borrower or a Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral in accordance with the terms of the Indenture, the Security Interest in such Collateral shall be automatically released, (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute (if applicable) and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence and/or effectuate such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.12 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the The Borrower shall reimburse the Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges any fees and expenses of counsel, incurred by it in connection with any action contemplated by this Section 6.147.12 pursuant to and to the extent required by Section 9.03(a) of the Term Loan Agreement. (ec) At any time that the respective a Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) aboveto acknowledge or give effect to any release of Collateral pursuant to Section 7.12(a), it shall, upon request of such Grantor or the Collateral Agent, Borrower shall deliver to the Collateral Agent an officer’s a certificate certifying signed by a Responsible Officer of such Grantor stating that the release of the respective Collateral is permitted pursuant to paragraph Section 7.12(a) and the terms of the Term Loan Agreement, provided that such requirement to deliver a certificate shall be satisfied with the delivery of any certificate signed by a Responsible Officer required under Sections 5.01 and/or 6.07 of the Term Loan Agreement, as applicable, so long as such certificate contains an acknowledgment that such release is so permitted. At any time that any Grantor desires that a subsidiary of such Grantor be released hereunder, such Grantor or the Borrower shall deliver to the Agent a certificate signed by a Responsible Officer of the such Grantor stating that the release of the relevant subsidiary (a)and its Collateral) is permitted pursuant to Section 7.12(a) and the terms of the Term Loan Agreement; provided, that such requirement to deliver a certificate shall be satisfied with the delivery of any certificate signed by a Responsible Officer required under Sections 5.01 and/or 6.07 of the Term Loan Agreement, as applicable, so long as such certificate contains an acknowledgment that such release is so permitted. (bd) or (c). The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral or any Grantor by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by the terms of this Section 6.147.12.

Termination or Release. (a) This Agreement, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby Agreement shall terminate on continue in effect until the Termination Date. (b) A Guarantor Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interests security interests created hereunder in the Collateral of such Guarantor Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by pursuant to the Indenture Revolving Facility Credit Agreement as a result of which such Guarantor Subsidiary Party ceases to be a Guarantor under Subsidiary (or becomes an Excluded Subsidiary of the Indenturetype described in clause (b) of the definition thereof). (c) Upon (i) any sale or other transfer permitted under the Loan Documents by any Grantor of any Collateral that is permitted under the Indenture to any person Person that is not the Borrower or a another Grantor, or upon (ii) the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral pursuant to Section 9.02 of the Revolving Facility Credit Agreement, (iii) the occurrence of any event that causes any part of the Collateral to cease to constitute Collateral or (iv) the release of the Grantor owning such Collateral in accordance with the terms of the Indentureclause (b) above, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s sole expense, all Uniform Commercial Code UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 7.14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower The Company shall reimburse the Collateral Agent upon demand for all reasonable 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 6.147.14 pursuant to Section 9.03(a) of the Revolving Facility Credit Agreement. (e) At any time that the respective a Grantor desires that the Collateral Agent take any action described in preceding paragraph to acknowledge or give effect to any release of Collateral pursuant to the foregoing Sections 7.14(a), (b), (c) or (d) above), it shall, upon request of the Collateral Agent, such Grantor shall deliver to the Collateral Agent an officer’s a certificate certifying signed by a Responsible Officer of such Grantor stating that the release of the respective Collateral is permitted pursuant to paragraph (asuch Sections 7.14(a), (b), (c) or (d) and the terms of the Revolving Facility Credit Agreement. At any time that the Borrowers or the respective Grantors desire that a Subsidiary of the Borrowers be released hereunder, it shall deliver to the Agent a certificate signed by a Responsible Officer of the Borrower and the respective Grantor stating that the release of the respective Grantor (and its Collateral) is permitted pursuant to such Sections 7.14(a), (b), (c). The Collateral ) or (d) and the terms of the Revolving Facility Credit Agreement. (f) Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it as permitted in accordance with (or which the Collateral Agent in good faith believes to be permittedin accordance with) by this Section 6.147.14.

Termination or Release. (a) This Agreement, Agreement and the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on when all the Termination DateObligations (other than those described in clauses (c) and (d) of the definition thereof) and the Note Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure (as defined in the Credit Agreement) has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement. (b) A Guarantor Pledgor shall automatically be released from its obligations hereunder and the Security Interests created hereunder security interests in the Collateral of such Guarantor Pledgor shall be automatically released upon in the consummation of any transaction permitted by the Indenture as a result of which event that such Guarantor Pledgor ceases to be a Guarantor Subsidiary pursuant to a transaction permitted under the IndentureSenior Loan Documents and the Indenture Documents. (c) Upon Subject to the Collateral Sharing Agreement, upon any sale or other transfer by any Grantor Pledgor of any Collateral that is permitted or not prohibited under the Senior Loan Documents and the Indenture Documents to any person Person that is not the Borrower or a GrantorPledgor, or upon the effectiveness of any written consent to the release of the Security Interest security interest granted hereby in any Collateral in accordance with pursuant to the terms of Senior Loan Documents and the IndentureIndenture Documents, the Security Interest security interest in such Collateral shall be automatically released,. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above), the Collateral Agent shall promptly execute and deliver to any GrantorPledgor, at such Grantor’s sole Pledgor's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14 14 shall be without recourse to or representation or warranty by the Collateral Agent (other than any representation and warranty that the Collateral Agent has the authority to execute and deliver such documents) or any Secured Party. Without limiting the provisions of Section 6.05, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 6.14Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in preceding paragraph (d) above, 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 6.14.