Common use of Termination or Release Clause in Contracts

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Obligations have been indefeasibly paid in full in cashcash and the Lenders have no further commitment to lend under the Credit Agreement, the Commitments have Revolving L/C Exposure has been terminated reduced to zero and all the Issuing Bank has no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerCompany pursuant to the terms of the Credit Agreement. (c) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this the Credit Agreement to any Person that is not a Loan PartyPledgor, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) If any security interest granted hereby in any Collateral violates Section 9.22 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.147.14, the Collateral Administrative Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's Pledgor’s expense all documents that such Loan Party Pledgor shall reasonably request to evidence such termination or releaserelease and shall assist such Pledgor in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 9.14 7.14 shall be without recourse to or warranty by the Collateral Agent or any LenderAdministrative Agent.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursementspledges made herein, all accrued interest and fees under this Agreement, the Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents Document Obligations (other than (i) contingent or unliquidated obligations under Sections 2.15, 2.17 and 9.03 that are or liabilities not then due and payable and (iidue) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cashcash or immediately available funds and the Lenders have no further commitment to lend under the Credit Agreement, the Commitments have Revolving L/C Exposure has been terminated reduced to zero (or cash collateralized or supported by back-to-back letter of credit in form and all substance and from an issuing bank satisfactory to the Administrative Agent and the Issuing Bank) and each Issuing Bank has no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerBorrower or otherwise ceases to be a Guarantor; provided that such portion of the Lenders as shall be required by the terms of the Credit Agreement to have consented to such transaction (to the extent such consent is required by the Credit Agreement) shall have consented thereto and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this the Credit Agreement to any Person person that is not a Loan PartyPledgor, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) Upon the transfer by any Loan Party of Equity Interests in a “first tier Foreign Subsidiary or “first tier” Qualified CFC Holding Company to a “first tier” Foreign Subsidiary or “first tier” Qualified CFC Holding Company in accordance with Section 6.05(d) of the Credit Agreement, the pledge of Equity Interests so transferred shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b) or ), (c) and (d) of this Section 9.147.15, the Collateral Administrative Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents that such Loan Party 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 Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement; provided that the Administrative Agent shall not be required to take any action under this Section 7.15(e) unless such Pledgor shall have delivered to the Administrative Agent together with such request, which may be incorporated into such request, (i) a reasonably detailed description of the Collateral, which in any event shall be sufficient to effect the appropriate termination or release without affecting any other Collateral, and (ii) a certificate of a Responsible Officer of the Borrower or such Pledgor certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement and was consummated in compliance with the Loan Documents. Any execution and delivery of documents pursuant to this Section 9.14 7.15 shall be without recourse to or warranty by the Collateral Agent or any LenderAdministrative Agent.

Termination or Release. (a) At such time as This Agreement and the Loans, pledges made by the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Pledgors herein and all other obligations under security interests granted by the Loan Documents Pledgors hereby shall automatically terminate and be released upon the occurrence of the Termination Date or, if any Other First Lien Obligations are outstanding on the Termination Date, the date after the Termination Date when all such Other First Lien Obligations (other than (i) contingent or unliquidated obligations under Sections 2.15, 2.17 and 9.03 that are or liabilities not then due and payable any other obligations that, by the terms of any Other First Lien Agreements, are not required to be paid in full prior to termination and (iirelease of the Collateral) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, and the Commitments Secured Parties have been terminated and all Letters of Credit no further commitment to extend credit under any Other First Lien Agreement. (b) A Subsidiary Party shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Security Documents, Credit Agreement and the obligations (other than those expressly stated each Other First Lien Agreement then in effect as a result of which such Subsidiary Party ceases to survive termination) be a Subsidiary of the Agent and each Loan Party Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Security Documents shall terminateSubsidiary Guarantee Agreement, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under party, and all rights to the applicable portions of the Collateral Agreement and the security interests in the Collateral of shall revert to such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerParty. (c) Upon The security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Credit Agreement and each Other First Lien Agreement to any Person person that is not a Loan PartyPledgor, or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this Agreementthe Credit Agreement and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in any applicable Intercreditor Agreements. (d) Solely with respect to the Credit Agreement Secured Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (e) Solely with respect to any Series of Other First Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral securing such Series of Other First Lien Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in any provision governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) If any Collateral shall become subject to the automatic release provisions set forth in the First Lien Intercreditor Agreement (upon and during the effectiveness thereof), the security interest in lien created hereunder on such Collateral shall be automatically releasedreleased to the extent (and only to the extent) provided therein. (dg) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.146.15, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents (forms of which shall be reasonably acceptable to the Agent), that such Loan Party Pledgor shall reasonably request to evidence such termination or releaserelease (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the 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 9.14 6.15 shall be without recourse to or warranty by the Agent. In connection with any release pursuant to this Section 6.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower pursuant to this Section 6.15, the Agent shall execute, deliver or acknowledge such instruments or releases (forms of which shall be reasonably acceptable to the Agent), to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or any Lenderinstruments.

Termination or Release. (a) At such time as the Loans, the Borrower's ’s obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerBorrower or is designated an Unrestricted Subsidiary. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall, subject to Section 2.04, automatically terminate and be automatically released when all the Loan Documents Obligations (other than (icontingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated Lenders have no further commitment to survive termination) of the Agent and each Loan Party lend under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party The Guarantees made herein, the Security Interest and the other security interests granted hereby shall automatically also terminate and be released from its obligations under (in whole or in part) at the time or times and in the manner set forth in Section 8.07(c) or (d) of the Credit Agreement. In the event of any such termination or release, Schedules II, III and IV to this Agreement shall be deemed to be modified to remove the Collateral Agreement with respect to which the Security Interest and the other security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrowergranted hereby have been so released. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.147.12, the Collateral Agent shall execute and deliver to any Loan Party Party, at such Loan Party's expense ’s expense, all documents documents, and take all such further actions, that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Collateral Agent pursuant to this Section 9.14 7.12 shall be without recourse to or warranty by the Collateral Agent Agent. (d) Notwithstanding anything to the contrary set forth in this Agreement, each Swap Counterparty, by the acceptance of the benefits under this Agreement, hereby acknowledges and agrees that (i) the obligations of Intermediate Holdings, the Borrower or any Lenderof its Subsidiaries under any Swap Agreement shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Swap Counterparty.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, pledges made herein and all accrued interest and fees under this Agreementother security interests granted hereby, and all other obligations under Security Documents securing the Loan Documents Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all the Obligations (other than (i) obligations under Sections 2.15Hedging Obligations in respect of any Secured Hedge Agreements, 2.17 and 9.03 that are not then due and payable and (ii) obligations Cash Management Obligations in respect of outstanding Letters of Creditany Secured Cash Management Agreements and (iii) shall any contingent or indemnification obligations not then due) have been paid in full or defeased in cashcash or immediately available funds and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the Commitments have aggregate Total Exposure has been terminated reduced to zero and all each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Security Documents, Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and the obligations (other than those expressly stated from its Subsidiary guarantees of all Credit Documents or otherwise ceases to survive termination) of the Agent and each Loan Party under the Security Documents shall terminatebe a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any Personparty, and all rights to the Collateral shall revert to such Subsidiary Party. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Credit Agreement to any Person person that is not a Loan PartyPledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 13.1 of this the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) If any of the Collateral shall become subject to the release provision set forth in Section 2.05(b) of the Senior Lien Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. (e) In respect of any assets or property constituting Collateral, such Collateral shall be released from the security interest created hereunder upon the release of the security interest in such assets or property securing any Second-Priority Lien Obligations, other than in connection with a Discharge of Second-Priority Lien Obligations. (f) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Subsidiary Party. (g) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (ce) of this Section 9.145.13, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents that such Loan Party 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 Stock 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 9.14 5.13 shall be without recourse to or warranty by the Agent. In connection with any release pursuant to paragraph (a), (b), (c), (d) or (e) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral Agent permitted to be released pursuant to this Agreement or any Lenderthe Security Documents or the Senior Lien Intercreditor Agreement.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other security interests granted hereby shall terminate, and each Grantor and Guarantor shall be automatically released from its obligations under hereunder, when all the Loan Documents Obligations are paid in full in cash and Commitments are terminated (other than (iA) contingent indemnification obligations, (B) obligations and liabilities under Sections 2.15, 2.17 Secured Cash Management Agreements and 9.03 that are not then due and payable Secured Swap Agreements and (iiC) obligations in respect of outstanding and liabilities under Revolving Letters of Credit) Credit as to which arrangements satisfactory to the Issuing Banks shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrowermade), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (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 that (x) is not prohibited by the Loan Party Documents, (y) is consummated while no Default or Event of Default has occurred or is continuing, and (z) would not result in a Change in Control, Default or an Event of Default, then such Subsidiary Guarantor shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrowerreleased. (c) Upon any sale conveyance, sale, lease, assignment, transfer or other transfer disposition by any Loan Party Grantor of any Collateral that is permitted under this Agreement to any Person that is not (and is not required to become) a Loan PartyParty in a transaction or series of transactions that (x) is not prohibited by the Loan Documents, (y) is consummated while no Default or Event of Default has occurred or is continuing, and (z) would not result in a Change in Control, Default or an Event of Default, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) If any security interest granted hereby in any Collateral violates Section 9.21 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.147.14, the Collateral Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or releaserelease and shall assist such Grantor in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 9.14 7.14 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations of the RHDI Loan Parties under the Loan Documents (other than (i) obligations under Sections 2.152.10, 2.17 2.11, 2.12 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Creditpayable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), i) the Collateral shall be released from the Liens created by the Security DocumentsDocuments and with respect to the RHDI Obligations, the Shared Collateral Security Documents and (ii) the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents and, with respect to the RHDI Obligations, the Shared Collateral Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Guarantee and Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any RHDI Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a RHDI Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement or any other Loan Document in any Collateral of the RHDI Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral granted by the Guarantee and Collateral Agreement and the other Loan Documents shall be automatically releasedreleased (it being understood that, in the case of a sale or other transfer to a Shared Collateral Loan Party, such Collateral shall become subject to a security interest in favor of the Shared Collateral Agent as to the extent set forth in the Shared Collateral Security Documents upon the consummation of such sale or other transfer). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) At such time as This Agreement and the Loans, pledges made by the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Pledgors herein and all other obligations under security interests granted by the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 Pledgors hereby shall automatically terminate and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, be released upon the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction occurrence of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonTermination Date. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted not prohibited by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Guarantor or is otherwise released from its obligations under the Subsidiary Guarantee Agreement pursuant to the terms of the BorrowerCredit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the applicable portions of the Collateral shall revert to such Subsidiary Loan Party. (c) Upon The security interests in any Collateral shall automatically be released, all without delivery of any instrument or performance of any act by any party, (i) upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Credit Agreement to any Person person that is not a Loan PartyPledgor, or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any such Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement (to the extent required thereby) or (iii) as otherwise may be provided in any applicable Intercreditor Agreement, the security interest in such Collateral shall be automatically released. (d) [Reserved]. (e) A Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to such Collateral shall revert to any applicable Pledgor. (f) [Reserved]. (g) [Reserved]. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.145.15, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's expense Pledgor all documents that such Loan Party Pledgor shall reasonably request to evidence such termination or releaserelease (including Uniform Commercial Code termination statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery of documents pursuant to this Section 9.14 5.15 shall be made without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall promptly execute, deliver or acknowledge such instruments or releases to evidence the release of any LenderCollateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse pledges made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, Security Interest and all accrued interest and fees under this Agreementother security interests granted hereby, and all other obligations under Security Documents securing the Loan Documents Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all the Obligations (other than (i) obligations under Sections 2.15Hedging Obligations in respect of any Secured Hedge Transactions, 2.17 and 9.03 that are not then due and payable and (ii) obligations Cash Management Obligations in respect of outstanding Letters of Creditany Secured Cash Management Agreements and (iii) shall any contingent or indemnification obligations not then due) have been paid in full in cashcash or immediately available funds and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the Commitments have aggregate Total Exposure has been terminated reduced to zero and all each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Security Documents, Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from the Guarantee and the obligations (from any other than those expressly stated to survive termination) guarantee of the Agent and each Loan Party under the Security Credit Documents shall terminateor otherwise ceases to be a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any Personparty, and all rights to the Collateral shall revert to such Subsidiary Party. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Credit Agreement to any Person person that is not a Loan PartyPledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 13.1 of this the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Subsidiary Party. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.145.13, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents that such Loan Party 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 9.14 5.13 shall be without recourse to or warranty by the Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral Agent permitted to be released pursuant to this Agreement or any Lenderthe Security Documents.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Agreement and all other obligations of the SuperMedia Loan Parties under the Loan Documents then due and payable (other than (i) obligations under Sections 2.152.10, 2.17 2.12 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Creditpayable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), i) the Collateral shall be released from the Liens created by the Security DocumentsDocuments and, with respect to the SuperMedia Obligations, the Shared Collateral Security Documents and (ii) and the obligations (other than those expressly stated to survive termination) of the Administrative Agent and each Loan Party under the Security Documents and, with respect to the SuperMedia Obligations, the Shared Collateral Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Guarantee and Collateral Agreement and any other Loan Document and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any SuperMedia Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a SuperMedia Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement in any Collateral of the SuperMedia Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral shall be automatically releasedreleased (it being understood that, in the case of a sale or other transfer to a Shared Collateral Loan Party, such Collateral shall become subject to a security interest in favor of the Shared Collateral Agent as to the extent set forth in the Shared Collateral Security Documents upon the consummation of such sale or other transfer). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall automatically terminate when all the Loan Documents Obligations (other than (iunmatured indemnification obligations) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cashand the Lenders have no further commitment to lend under the Credit Agreement, the Commitments LC Exposure has been reduced to zero (or cash collateralized or otherwise backstopped, in each case in form and substance satisfactory to the relevant Revolving Lender) and the Issuing Banks have been terminated and all no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerBorrower (or ceases to be required to be a Loan Party under the Credit Agreement), 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 Loan Party Grantor of any Collateral that is permitted under this Agreement to any Person that is not a Loan Partythe Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this the Credit 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) of this Section 9.14), the Collateral Administrative Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.13 shall be without recourse to or warranty by the Collateral Agent or any LenderAdministrative Agent.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations of the Dex West Loan Parties under the Loan Documents (other than (i) obligations under Sections 2.152.10, 2.17 2.11, 2.12 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Creditpayable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), i) the Collateral shall be released from the Liens created by the Security DocumentsDocuments and with respect to the Dex West Obligations, the Shared Collateral Security Documents and (ii) the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents and, with respect to the Dex West Obligations, the Shared Collateral Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Guarantee and Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Dex West Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Dex West Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement or any other Loan Document in any Collateral of the Dex West Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral granted by the Guarantee and Collateral Agreement and the other Loan Documents shall be automatically releasedreleased (it being understood that, in the case of a sale or other transfer to a Shared Collateral Loan Party, such Collateral shall become subject to a security interest in favor of the Shared Collateral Agent as to the extent set forth in the Shared Collateral Security Documents upon the consummation of such sale or other transfer). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the Loans, the Borrower's ’s obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.16, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate and be released when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Document Obligations have been paid Paid in full in cashFull and the Lenders have no further commitment to lend, the Commitments LC Exposure has been reduced to zero and the Issuing Banks have been terminated and all no further obligations to issue, amend or extend Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or as otherwise expressly permitted under Section 9.14 of the BorrowerCredit Agreement. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement (other than a sale or other transfer to any Person that is not a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 or Section 9.14 of this the 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) of this Section 9.147.12, the Collateral Administrative Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.12 shall be without recourse to or warranty by the Administrative Agent, and the Administrative Agent shall have no liability whatsoever to any other Secured Party as a result of any release of Collateral by it in accordance with (or which the Administrative Agent or any Lenderin good faith believes to be in accordance with) this Section 7.12.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Obligations have been indefeasibly paid in full in cashcash and the Lenders have no further commitment to lend under the Credit Agreement, the Commitments have Revolving L/C Exposure has been terminated reduced to zero and all each Issuing Bank has no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Domestic Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Domestic Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Domestic Subsidiary Loan Party ceases to be a Subsidiary of Holdings pursuant to the Borrowerterms of the Credit Agreement. (c) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this the Credit Agreement to any Person person that is not a Loan PartyPledgor, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) If any security interest granted hereby in any Collateral violates Section 9.23 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.147.14, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan PartyPledgor's expense all documents that such Loan Party Pledgor shall reasonably request to evidence such termination or releaserelease and shall assist such Pledgor in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 9.14 7.14 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC DisbursementsSecurity Interest, all accrued interest and fees under this Agreement, the pledge of the Pledged Collateral and all other obligations under security interests granted hereby shall terminate when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Obligations have been indefeasibly paid in full in cashand the Lenders have no further commitment to lend under the Credit Agreement, the Commitments aggregate L/C Exposure has been reduced to zero and the Issuing Banks have been terminated and all no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party Guarantor shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interests created hereunder in the Collateral of such Subsidiary Loan Party Guarantor shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party Guarantor ceases to be a Subsidiary of the BorrowerSubsidiary. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement to any Person person that is not the Borrower or a Loan PartyGuarantor, or or, upon the effectiveness of any written consent to the release of the security interest Security Interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit 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) of this Section 9.14above, the Collateral Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent or any LenderSecured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all reasonable 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 7.15.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations Obligations of the Loan Parties under the Loan Documents (other than (i) obligations Obligations under Sections 2.15, 2.17 2.12 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Creditpayable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), i) the Collateral shall automatically be released from the Liens created by the Security Documents, Documents and (ii) the obligations Obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement or any other Loan Document to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement or any other Loan Document in any Collateral of the Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral granted pursuant to the Guarantee and Collateral Agreement and the other Loan Documents shall be automatically releasedreleased and (ii) upon any Guarantor ceasing to be a Subsidiary as a result of a transaction permitted under this Agreement or any other Loan Document (including, without limitation, a permitted sale of its Equity Interest), or upon the effectiveness of any written consent to the release of such Guarantor of its obligations under this Agreement or any other Loan Document pursuant to Section 9.02 of this Agreement, then such Guarantor shall be automatically released from its obligations under this Agreement and all other Loan Documents. (dc) In connection with any termination or release pursuant to paragraph (a), (b) or (cb) of this Section 9.14, the Collateral Administrative Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Administrative Agent or any Lender.

Termination or Release. (a) At such time as the LoansEach Security Document, the Borrower's obligations to reimburse guarantees made therein and the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, security interests granted thereunder shall terminate when all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Document Obligations have been indefeasibly paid in full in cash, cash and the Commitments have expired or been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Personterminated. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, the guarantee of such Subsidiary Loan Party made under the Collateral Agreement shall automatically be released and the security interests granted in the Collateral of such Subsidiary Loan Party under the Security Documents shall automatically be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary pursuant to the terms of the Borrowerthis Agreement. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not person (other than a Loan Party or an Affiliate of a Loan Party), or upon the effectiveness of any written consent pursuant to Section 9.09 to the release of the any security interest granted by the Collateral Agreement in any Collateral pursuant of such Loan Party under to Section 9.02 of this Agreementthe Security Documents, the security interest interests granted in such Collateral under the Security Documents shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.149.18, the Collateral Agent shall execute and deliver to any the applicable Loan Party Party, at such Loan Party's expense expense, all documents that such Loan Party shall reasonably request to evidence such termination release or releasetermination. Any execution and delivery of documents pursuant to this Section 9.14 9.18 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate with respect to all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Loan Documents Aggregate Commitments and payment in full of all Obligations (other than (i) Cash Management Obligations or obligations under Sections 2.15, 2.17 and 9.03 that are Secured Hedge Agreements not then yet due and payable and (ii) contingent obligations in respect not yet accrued and payable) and the expiration or termination of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) Letters of Credit in which the Outstanding Amount of the Agent and each Loan Party under L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the Security Documents shall terminaterelevant L/C Issuer in its sole discretion, all without delivery for which a backstop letter of any instrument or performance of any act by any Personcredit is in place). (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrowereither Borrower or becomes an Excluded Subsidiary. (c) The Security Interest in any Collateral shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Collateral becomes an Excluded Asset. (d) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement (other than a sale or transfer to any Person that is not a another Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 10.01 of this the Credit Agreement, 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 (cd) of this Section 9.146.12, the Collateral Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party 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, instruments and written releases, terminations and similar documents. Any execution and delivery of documents pursuant to this Section 9.14 6.12 shall be without recourse to or warranty by the Collateral Agent and subject, if requested by the Collateral Agent, to the Collateral Agent’s receipt of a certification by the Borrowers 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 may reasonably request. (f) Notwithstanding anything to the contrary set forth in this Agreement, each Hedge Bank and each Cash Management Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Grantor and its Subsidiaries under any Secured Hedge Agreement and any Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the relevant L/C Issuer in its reasonable discretion, for which a backstop letter of credit is in place), in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effective in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or any LenderCash Management Bank.

Termination or Release. (ai) At such time as All pledges, security interests and ▇▇▇▇▇ created hereunder and under the Other Security Documents and all Guarantees made hereunder shall be automatically released when (i) the principal of all Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations Obligations (for the avoidance of doubt, excluding the Miscellaneous Obligations) due and owing under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Credit Agreement have been paid in full in cashfull, (ii) the Commitments Lenders have no further commitment to lend under the Credit Agreement, (iii) the LC Exposures under the Credit Agreement have been terminated reduced to zero and all (iv) the Issuing Banks under the Credit Agreement have no further obligation to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit. (bii) A Subsidiary Loan Party shall automatically be released from its obligations as a Grantor or Guarantor hereunder and under the Collateral Agreement each Other Security Document, and the all pledges hereunder, or under any Other Security Document, of and security interests created hereunder, or under any Other Security Document, in the Collateral of such Subsidiary Loan Party shall be automatically released released, upon the consummation of any transaction permitted by this Agreement and the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary Subsidiary; provided that any consent to such transaction required by the Credit Agreement shall have been obtained and the terms of the Borrowersuch consent shall not provide otherwise. (ciii) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement and the Credit Agreement by any Grantor to any Person that is not other than the Company or a Loan PartySubsidiary, or upon the effectiveness of any written consent to the release of the any pledge or security interest granted created hereby or by the Collateral Agreement any Other Security Document in respect of any Collateral pursuant to Section 9.02 and in accordance with the requirements of this the [[6773428]] Credit Agreement, the all pledges, security interest interests and ▇▇▇▇▇ created hereunder or under any Other Security Document of, in or on such Collateral shall be automatically released. (div) Upon any transfer of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 6.04(c) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.04(c) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent. (v) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.14above, the Collateral Agent shall execute and deliver to any Loan Party each applicable Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreement. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative Agent designating such transfer as an Asset Disposition for purposes of Section 6.04 of the Credit Agreement, (ii) that constitutes an Asset Disposition under Section 6.04 of the Credit Agreement, or any Lender(iii) that does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents outstanding Secured Obligations (other than (i) obligations under Sections 2.15, 2.17 Secured Obligations in respect of Secured Hedge Agreements and 9.03 that are Cash Management Obligations not then yet due and payable (to the extent permitted by the terms thereof) and (iicontingent indemnification obligations not yet accrued and payable) obligations in respect of outstanding Letters of Credit) shall have been indefeasibly paid in full in cashand the Lenders have no further commitment to lend under the Credit Agreement, the Commitments L/C Obligations have been terminated reduced to zero (except if such Letter of 95959845_3 Credit is fully cash collateralized or supported by a backstop letter of credit in each case in an amount and all on terms reasonably satisfactory to the Administrative Agent and the L/C Issuer) and the L/C Issuers have no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerCompany. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this Agreement to any Person that is not a Loan Partythe Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 10.01 of this the 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) of this Section 9.14), the Collateral Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents (including relevant certificates, securities and other instruments) that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.13 shall be without recourse to or warranty by the Collateral Agent. (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 7.13. (f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrowers or any LenderSubsidiary 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) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate and be released when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Document Obligations have been paid in full in cash, the Commitments Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been terminated reduced to zero and all the Issuing Bank has no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party (other than a Borrower) shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary Subsidiary, provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of the Borrowersuch consent shall not have provided otherwise. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement (other than a sale or other transfer to any Person that is not a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this the Credit Agreement, the security interest created under this Agreement in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.148.12, the Collateral Administrative Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 9.14 8.12 shall be without recourse to or warranty by the Collateral Agent or any LenderAdministrative Agent.

Termination or Release. (a) At such time as the Loans, the Borrower's ’s obligations to reimburse the Issuing Bank pursuant to Section 2.05(e2.04(e) for outstanding LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.152.14, 2.17 2.16 and 9.03 that are not then due and payable and (ii) other obligations in respect of outstanding Letters of CreditCredit that are not then due and payable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged discharged, Cash Collateralized or cash collateralized supported by Supporting Letters of Credit to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan PartyParty or an Affiliate thereof, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14Section, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate at such time as the LoansCommitments have expired or been terminated, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued principal of and interest and fees under this Agreement, on each Loan and all fees and other obligations under the Loan Documents amounts payable hereunder (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations amounts in respect of outstanding Letters obligations that by the terms of Creditthis Agreement survive termination and as to which no demand has been made or notice given) shall have been paid in full in cash, the Commitments have been terminated and all Letters each Letter of Credit shall have expired or terminated or been discharged or cash collateralized to the reasonable satisfaction of the Agent Defeased and Issuing Bank (each of which all L/C Disbursements shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Personbeen reimbursed in full. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement Security Documents and the guarantees made therein and the security interests in the Collateral of such granted by any Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerU.S. Borrower pursuant to the terms of this Agreement. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this Agreement, the security interest in such Collateral shall be automatically released. (d) If any security interest granted by the Security Documents in any Collateral violates Section 9.22 of this Agreement, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.149.21, the Administrative Agents and the Collateral Agent shall execute and deliver to any Loan Party Party, at such Loan Party's expense ’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or releaserelease and shall assist such Loan Party in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 9.14 9.21 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant Subject to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this 12.10 of the Credit Agreement, this Agreement and the guarantees made in this Agreement shall terminate and the Security Interest and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) security interests granted hereby shall have been paid in full in cash, be automatically released when the Commitments have been terminated and all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements) have been indefeasibly paid in full and all Letters of Credit shall have expired or been terminated other than Letters of Credit which have been discharged or cash collateralized in accordance with the terms of the Credit Agreement or as to which other arrangements satisfactory to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Personbeen made. (b) A Subsidiary Loan of the Credit Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Person shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party Person ceases to be a Credit Party or a Subsidiary of the Borrowera Credit Party. (c) Upon any sale or other transfer by any Loan Credit Party of any Collateral that is expressly permitted under this the Credit Agreement to any a Person that is not a Loan other than the Borrower or another Credit Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 the applicable terms and conditions of this the Credit Agreement, the security interest in such Collateral shall be automatically released. For the avoidance of doubt, immediately upon any sale or other transfer in the ordinary course of business and substantially consistent with past practice 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 thereof, but expressly excluding all servicing Income then constituting Collateral pursuant to Article 8) that constitutes an Asset Disposition expressly permitted by Section 9.5(f) of the Credit Agreement, any security interest therein shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c) of this Section 9.147.14, the Collateral Administrative Agent shall 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) and upon delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower certifying that such termination or release is permitted by the Loan Documents (including this Section 7.14), execute and deliver to any Loan Party Person, at such Loan Party's expense Person’s expense, all documents that such Loan Party 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 9.14 7.14 shall be without recourse to or warranty by the Administrative Agent. In addition, the Administrative Agent shall, upon the Borrower’s reasonable request and at the Borrower’s expense and upon delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower certifying that such termination or release is permitted by the Loan Documents (including this Section 7.14), (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 and (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 Lendertime 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, 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 Administrative Agent (for the benefit of the Secured Parties), if the Indebtedness or obligations evidenced thereby has been paid in full or otherwise superseded.

Termination or Release. (a) At such time as the Loans, the Borrower's ’s obligations to reimburse the Issuing Bank Banks pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents then due and payable (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or discharged, cash collateralized in an amount not to exceed 100% of the stated amount of such Letter of Credit or other arrangements made to the reasonable satisfaction of the Administrative Agent and the Issuing Bank thereof (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and any other Loan Document and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as This Agreement and the Loans, Guarantees made in this Agreement shall terminate and the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall be automatically released when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Obligations have been paid in full in cashcash (other than indemnities and other contingent liabilities not then due that expressly survive repayment of the Loans and termination of the Facility), the Commitments 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 all the Lenders have no further Commitment to lend or issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary 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 under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Person shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party Person ceases to be a Subsidiary of the BorrowerLoan Party. (c) Upon any sale or other transfer (including a windup or dissolution) by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement (other than any such transfer to any Person that is not a Loan Partyanother Grantor), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 10.1 of this the 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) of this Section 9.14any Security Interest created hereunder, the Collateral Agent shall execute and deliver to any Loan Party Person, at such Loan Party's expense Person’s expense, all documents that such Loan Party 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 9.14 7.13 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Secured Obligations have been indefeasibly paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated Lenders have no further commitment to survive termination) of the Agent and each Loan Party lend under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower; provided that the Lender shall have consented to such transaction (if and only 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 Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement to any Person a transferee that is not a Loan PartyGrantor, or if and to the extent required pursuant to Section 9.02 of the Credit Agreement upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this AgreementCollateral, the security interest in such Collateral shall be automatically released. For the avoidance of doubt, for purposes of this Section 7.13(c), the term “Collateral” shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14), the Collateral Agent Lender shall execute and deliver to any Loan Party Grantor, at such Loan PartyGrantor's expense expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.13 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate and be released when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Document Obligations have been paid Paid in full in cashFull and the Lenders have no further commitment to lend, the Commitments LC Exposure has been reduced to zero and the Issuing Banks have been terminated and all no further obligations to issue, amend or extend Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary or as otherwise expressly permitted under Section 9.14 of the BorrowerCredit Agreement. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement (other than a sale or other transfer to any Person that is not a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 or Section 9.14 of this the 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) of this Section 9.147.12, the Collateral Administrative Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.12 shall be without recourse to or warranty by the Administrative Agent, and the Administrative Agent shall have no liability whatsoever to any other Secured Party as a result of any release of Collateral by it in accordance with (or which the Administrative Agent or any Lender.in good faith believes to be in accordance with) this Section 7.12. SECTION

Termination or Release. (a) At such time as the Loans, the Borrower's ’s obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Obligations have been indefeasibly paid in full in cashcash and the Lenders have no further commitment to lend under the Credit Agreement, the Commitments have Revolving L/C Exposure has been terminated reduced to zero and all each Issuing Bank has no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of Holdings pursuant to the Borrowerterms of the Credit Agreement. (c) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this the Credit Agreement to any Person person that is not a Loan PartyPledgor, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) If any security interest granted hereby in any Collateral violates Section 9.22 of the Credit Agreement, the security interest in such Collateral shall be automatically released. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.147.14, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's Pledgor’s expense all documents that such Loan Party Pledgor shall reasonably request to evidence such termination or releaserelease and shall assist such Pledgor in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 9.14 7.14 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as This Security Agreement shall continue in effect until the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonTermination Date. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement pursuant to the Credit Agreement, as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerSubsidiary. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Loan Party Grantor of any Collateral that is permitted under this Agreement Section 4.1(d) to any Person that is not a Loan Partyanother Grantor or, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) The security interests granted hereunder on any Collateral, to the extent such Collateral is comprised of property leased to a Loan Party, shall be automatically released upon termination or expiration of such lease, pursuant to Section 9.02 of the Credit Agreement. (e) The Agent may, in its discretion, release the Lien on Collateral as provided in Section 9.02 of the Credit Agreement. (f) In connection with any termination or release pursuant to paragraph (a), (b) ), (c), (d), or (ce) of this Section 9.14above, the Collateral Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all financing change statements and similar documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.13 shall be without recourse to or representation or warranty by the Collateral Agent or any LenderSecured Party. Without limiting the provisions of Section 7.18, the Company shall reimburse the Agent upon demand for all reasonable 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 7.13.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations Security Interest and all other security interests granted hereby shall terminate when all the Revolving Loan Document Obligations and the Term Loan Document Obligations have been indefeasibly paid in full and the Lenders have no further commitment to reimburse lend under either Credit Agreement, the LC Exposure has been reduced to zero, the Issuing Bank pursuant has no further obligations to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations issue Letters of Credit under the Loan Documents Revolving Credit Agreement and there are no Letters of Credit outstanding (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that there are not then due and payable and (ii) obligations no unreimbursed disbursements in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement both Credit Agreements as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower; provided that the Revolving Required Lenders and the Term Loan Required Lenders shall have consented to such transaction (if and only to the extent required by the relevant Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this Agreement both Credit Agreements to any Person a transferee that is not a Loan PartyGrantor, or if and to the extent required pursuant to Section 9.02 of the Revolving Credit Agreement or Section 9.02 of the Term Loan Agreement, upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this AgreementCollateral, the security interest in such Collateral shall be automatically released. For the avoidance of doubt, for purposes of this Section 7.13(c), the term “Collateral” shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14), the Collateral Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.13 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate with respect to all Secured Obligations when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Credit Agreement Obligations have been indefeasibly paid in full in cashand the Lenders have no further commitment to lend under the Credit Agreement, the Commitments L/C Obligations have been terminated reduced to zero and all the L/C Issuers have no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonCredit Agreement. (b) This Agreement and the Shared Security Interest shall terminate with respect to the Existing Notes Trustee and the Existing Notes Holders when all Existing Notes Obligations have been indefeasibly paid in full. (c) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerCompany; 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 Loan Party Grantor of any Collateral that is permitted under this Agreement to any Person that is not a Loan Partythe Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 10.01 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (de) In the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Company due to the fact that the Equity Interests of such Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Agreement. (f) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (c) of this Section 9.14e), the Collateral Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 6.13 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant Subject to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this 10.10 of the Credit Agreement, this Agreement and the guarantees made in this Agreement shall terminate and the Security Interest and all other obligations under security interests granted hereby shall be automatically released when all the Loan Documents Obligations (other than (i1) contingent obligations under Sections 2.15, 2.17 and 9.03 that are not then yet due and payable and (ii2) obligations in respect of outstanding Letters of Creditand liabilities under Secured Cash Management Agreements or Secured Hedge Agreements) shall have been indefeasibly paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Personfull. (b) A Subsidiary Loan of the Credit Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party Person shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party Person ceases to be a Credit Party or a Subsidiary of the Borrowera Credit Party. (c) Upon any sale or other transfer by any Loan Credit Party of any Collateral that is expressly permitted under this the Credit Agreement to any a Person that is not a Loan other than the Borrower or another Credit Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 the applicable terms and conditions of this the Credit Agreement, the security interest in such Collateral shall be automatically released. For the avoidance of doubt, immediately upon any sale or other transfer in the ordinary course of business and substantially consistent with past practice 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 thereof, but expressly excluding all servicing Income then constituting Collateral pursuant to Article 8) that constitutes an Asset Disposition expressly permitted by Section 7.5(f) of the Credit Agreement, any security interest therein shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) ), or (c) of this Section 9.147.14, the Collateral Administrative Agent shall 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) and upon delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower certifying that such termination or release is permitted by the Loan Documents (including this Section 7.14), execute and deliver to any Loan Party Person, at such Loan Party's expense Person’s expense, all documents that such Loan Party 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 9.14 7.14 shall be without recourse to or warranty by the Administrative Agent. In addition, the Administrative Agent shall, upon the Borrower’s reasonable request and at the Borrower’s expense and upon delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower certifying that such termination or release is permitted by the Loan Documents (including this Section 7.14), (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 and (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 Lendertime 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, 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 Administrative Agent (for the benefit of the Secured Parties), if the Indebtedness or obligations evidenced thereby has been paid in full or otherwise superseded.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations of the RHDI Loan Parties under the Loan Documents (other than (i) obligations under Sections 2.152.10, 2.17 2.11, 2.12 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Creditpayable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), i) the Collateral shall be released from the Liens created by the Security DocumentsDocuments and with respect to the RHDI Obligations, the Shared Collateral Security Documents and (ii) the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents and, with respect to the RHDI Obligations, the Shared Collateral Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Guarantee and Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any RHDI Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a RHDI Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement or any other Loan Document in any Collateral of the RHDI Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral granted by the Guarantee and Collateral Agreement and the other Loan Documents shall be automatically releasedreleased (it being understood that, in the case of a sale or other transfer to a Shared Collateral Loan Party, such Collateral shall become subject to a security interest in favor of the Shared Collateral Agent as to the extent set forth in the Shared Collateral Security Documents upon the consummation of such sale or other transfer). (d) In connection with any termination or release pursuant to paragraph (aparagraph(a), (b) or (c) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(eSecurity Interest and all other security interests granted hereby shall terminate, and the Grantors shall automatically be released from their obligations, when (i) for all the Loan Document Obligations (including all LC Disbursements, all accrued interest and fees under this Agreementif any, and all other but excluding contingent obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (iidue) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the (ii) all Commitments have terminated or expired and (iii) the LC Exposure has been terminated and all Letters reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) or no Letter of Credit shall have been discharged be outstanding that is not Cash Collateralized or cash collateralized back-stopped in a manner reasonably satisfactory to the reasonable satisfaction of the Agent and applicable Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonBanks. (b) A Subsidiary Loan Party The Guarantees made herein, the Security Interest and all other security interests granted hereby shall also terminate and be released, and the Grantors shall automatically be released from its obligations under their obligations, at the Collateral Agreement time or times and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary manner set forth in Section 9.15 of the BorrowerCredit Agreement. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this Agreement, 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) of this Section 9.14Section, the Collateral Administrative Agent shall execute and deliver to any Loan Party Party, at such Loan Party's expense ’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or releaserelease so long as the applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 7.12. Any execution and delivery of documents by the Administrative Agent pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any LenderAdministrative Agent.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations of the Dex East Loan Parties under the Loan Documents (other than (i) obligations under Sections 2.152.10, 2.17 2.11, 2.12 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Creditpayable) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), i) the Collateral shall be released from the Liens created by the Security DocumentsDocuments and with respect to the Dex East Obligations, the Shared Collateral Security Documents and (ii) the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents and, with respect to the Dex East Obligations, the Shared Collateral Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Guarantee and Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (c) Upon any sale or other transfer by any Dex East Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Dex East Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement or any other Loan Document in any Collateral of the Dex East Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral granted by the Guarantee and Collateral Agreement and the other Loan Documents shall be automatically releasedreleased (it being understood that, in the case of a sale or other transfer to a Shared Collateral Loan Party, such Collateral shall become subject to a security interest in favor of the Shared Collateral Agent as to the extent set forth in the Shared Collateral Security Documents upon the consummation of such sale or other transfer). (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse pledges made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, Security Interest and all accrued interest and fees under this Agreementother security interests granted hereby, and all other obligations under Security Documents securing the Loan Documents Obligations, shall automatically terminate 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 and the applicable Grantors, as of the date when all Obligations (other than (i) obligations under Sections 2.15Hedging Obligations in respect of any Secured Hedge Agreements as to which arrangements satisfactory to the applicable Secured Party have been made, 2.17 and 9.03 that are (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements not then due and payable and (iiiii) any contingent or indemnification obligations in respect of outstanding Letters of Creditnot then due) shall have been paid in full in cashcash or equivalents thereof, the all Commitments have been terminated or expired and all Letters no Letter of Credit shall have been discharged be outstanding that is not Cash Collateralized or cash collateralized back- stopped to the reasonable satisfaction of the Administrative Agent and the Issuing Bank Bank. (each of which b) A Subsidiary Party shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Security DocumentsCredit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary, becomes an Excluded Subsidiary or such Subsidiary is released from the Guarantee and the obligations (from any other than those expressly stated to survive termination) guarantee of the Agent and each Loan Party Credit Documents as permitted under the Security Documents shall terminateCredit Documents, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under party, and all rights to the Collateral Agreement and the security interests in the Collateral of shall revert to such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerParty. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (ai) At such time as This Agreement and the Loanspledges made by the Pledgors herein, the Borrower's obligations to reimburse Security Interest and all other security interests granted by the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this AgreementPledgors hereby, and all other obligations under Security Documents securing the Loan Documents Secured Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all the Secured Obligations (other than (i) backstopped letters of credit, contingent or unliquidated obligations under Sections 2.15, 2.17 and 9.03 that are or liabilities not then due and payable any other obligations that, by the terms of the Notes Indenture or any Other Second Lien Agreements, are not required to be paid in full prior to termination and (iirelease of the Collateral) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash; and (ii) this Agreement, the Commitments have been terminated pledges made herein, the Security Interest and all Letters other security interests granted hereby, and all other Security Documents securing the Secured Obligations, shall automatically terminate as of Credit shall have been discharged or cash collateralized the date when the holders of at least two thirds in aggregate principal amount of the Second Lien Notes issued under the Notes Indenture consent to the reasonable satisfaction termination of this Agreement, such termination to include, without limitation, the termination of the Agent pledge of the Pledged Collateral and Issuing Bank the Security Interest. (each of which b) A Subsidiary Party shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Security Documents, Notes Indenture and the obligations (other than those expressly stated any Other Second Lien Agreement as a result of which such Subsidiary Party ceases to survive termination) of the Agent and each Loan Party under the Security Documents shall terminatebe a Subsidiary or otherwise ceases to be a Pledgor, all without delivery of any instrument or performance of any act by any Personparty, and all rights to the Collateral shall revert to such Subsidiary Party. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Notes Indenture and any Other Second Lien Agreement to any Person that is not a Loan PartyPledgor (including in connection with an event of loss), or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 Article IX of this the Notes Indenture and any equivalent provision of any applicable Other Second Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in the Second Lien Intercreditor Agreement, the 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 respect of any property and assets securing Senior Lender Claims, the security interest hereunder and in any other Security Document securing the Secured Obligations in such property and assets shall be automatically released upon the release of the security interests securing such assets or property securing any Senior Lender Claims, other than in connection with a Discharge of Senior Lender Claims; and (e) A Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released, in each case, upon the occurrence of any of the circumstances set forth in Section 11.04 of the Notes Indenture without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (f) Solely with respect to any Other Second Lien Obligations, a Pledgor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall be automatically released, in each case, upon the occurrence of any of the circumstances set forth in any applicable provision of any applicable Other Second Lien Agreement governing such Other Second Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (g) If any Collateral shall become subject to the release provisions set forth in Section 5.1 of the Second Lien Intercreditor Agreement, the lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein. (h) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.145.15 or Section 11.04 of the Notes Indenture, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents that such Loan Party 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 9.14 5.15 shall be without recourse to or warranty by the Agent. In connection with any release pursuant to this Section 5.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release (forms of which shall be reasonably acceptable to the Agent) prepared by the Issuers pursuant to this Section 5.15, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or any Lenderinstruments.

Termination or Release. (a) At such time as the Loans3.This Agreement, the Borrower's obligations to reimburse Guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under security interests granted hereby shall terminate when all the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall Document Obligations have been paid in full in cashand the Lenders have no further commitment to lend under the Credit Agreement, the Commitments have LC Exposure has been terminated reduced to zero and all each Issuing Bank has no further obligations to issue Letters of Credit shall have been discharged or cash collateralized to under the reasonable satisfaction of Credit Agreement. (a) The Guarantees made herein (other than the Agent and Issuing Bank (each of which shall have confirmed such satisfaction Guarantee made by written notice to the BorrowerCompany), the Collateral Security Interest and all other security interests granted hereby shall be released at any time when (i) if both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 (in each case, with stable outlook) or better, [[NYCORP:3477056v9:3104W: 07/18/2014--12:20 AM]] or, if only one rating agency shall have a Credit Rating then in effect, the Credit Rating from such rating agency is BBB- or Baa3 (in each case with stable outlook) or better, (ii) no Default has occurred and is continuing or would result from such release (including as a result of the Liens created by Subsidiary Parties ceasing to be Loan Parties) and (iii) the Security Documents, Collateral Agent shall have received a certificate from a Financial Officer confirming that the conditions described in clauses (i) and the obligations (other than those expressly stated to survive terminationii) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Personthis paragraph (b) are satisfied. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerConsolidated Subsidiary. (c) Upon any sale or other transfer by any Loan Party Grantor of any Collateral that is permitted under this the Credit Agreement (other than a sale or other transfer to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this Agreement), the security interest in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.147.13, the Collateral Agent shall execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.13 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the Loans, the Borrower's ’s obligations to reimburse the any Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent Agents and Issuing Bank Banks (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerBorrower or is designated an Unrestricted Subsidiary. (c) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any Collateral pursuant to Section 9.02 of this 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) of this Section 9.14, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's ’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Collateral Agent or any Lender.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantees made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, Security Interest and all other obligations under the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) security interests granted hereby shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documentsterminate, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party Parties shall automatically be released from its their obligations under the Collateral Agreement and the security interests hereunder, upon payment in the Collateral full in cash of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result all Obligations (other than contingent indemnification obligations in respect of which such Subsidiary Loan Party ceases to be a Subsidiary of no claim has been asserted by the BorrowerPerson entitled thereto). (cb) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this the Credit Agreement to a Person other than any Person that is not a Loan PartyParty or an Affiliate thereof, or upon the effectiveness of any written consent to the release of the security interest Security Interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08(b) of this the Credit Agreement, the security interest Security Interest of such Loan Party in such Collateral shall be automatically released. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.14Upon written request made to the Collateral Agent by the Borrower, the Collateral Agent shall execute promptly prepare for filing by the Borrower, at the sole cost and deliver expense of the Borrower, any and all requested releases pursuant to any Loan Party at such Loan Party's expense all documents that such Loan Party shall reasonably request to evidence such termination clauses (a) or release(b) of this Section 7.15. Any execution and delivery of documents or instruments pursuant to this Section 9.14 7.15 shall be without recourse to to, or representation or warranty by by, the Collateral Agent or any Lenderother Secured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent promptly for all costs and out-of-pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse pledges made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, Security Interest and all accrued interest and fees under this Agreementother security interests granted hereby, and all other obligations under Security Documents securing the Loan Documents Obligations (including without limitation foreign security documents), shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all the Obligations (other than (i) contingent or unliquidated obligations under Sections 2.15, 2.17 and 9.03 that are or liabilities not then due and payable and (iidue) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cashcash or immediately available funds and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the Commitments have Revolving Facility Credit Exposure has been terminated reduced to zero and all each L/C Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Security Documents, and the obligations (other than those expressly stated Credit Agreement as a result of which such Subsidiary Party ceases to survive termination) of the Agent and each Loan Party under the Security Documents shall terminatebe a Subsidiary or otherwise ceases to be a Pledgor, all without delivery of any instrument or performance of any act by any Personparty, and all rights to the Collateral shall revert to such Subsidiary Party. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this by the Credit Agreement to any Person person that is not a Loan Party, Pledgor (including in connection with an Event of Loss) or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this the Credit Agreement, the 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) of this Section 9.145.15, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents that such Loan Party 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 9.14 5.15 shall be without recourse to or warranty by the Collateral Agent or any LenderAgent.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than This Security Agreement shall continue in effect until (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable the Credit Agreement has terminated pursuant to its express terms and (ii) obligations all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect of to any outstanding Letters of Credit) shall , have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to as required by the reasonable satisfaction Credit Agreement) and no commitments of the Agent and Issuing Bank (each of or the Lenders which shall have confirmed such satisfaction by written notice would give rise to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonSecured Obligations are outstanding. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this pursuant to the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerSubsidiary. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Loan Party Grantor of any Collateral that is permitted under this Agreement Section 4.1(d) to any Person that is not a Loan Partyanother Grantor or, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Company due to the fact that the Equity Interests of such Subsidiary are pledged under this Security Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Security Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Security Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.14above, the Collateral Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all UCC termination statements and similar documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent or any LenderSecured Party. Without limiting the provisions of Section 7.12, the Company shall reimburse the Agent upon demand for all reasonable 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 7.15.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse pledges made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, Security Interest and all accrued interest and fees under this Agreementother security interests granted hereby, and all other obligations under Security Documents securing the Loan Documents Obligations, shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors, as of the date when all the Obligations (other than (i) obligations under Sections 2.15Hedging Obligations in respect of any Secured Hedge Agreements, 2.17 and 9.03 that are not then due and payable and (ii) obligations Cash Management Obligations in respect of outstanding Letters of Creditany Secured Cash Management Agreements and (iii) shall any contingent or indemnification obligations not then due) have been paid in full in cashcash or immediately available funds and the Lenders and any other Secured Parties have no further commitment to lend under the Credit Agreement, the Commitments have aggregate Total Exposure has been terminated reduced to zero and all each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Party shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction not prohibited by the Security Documents, Credit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary or such Subsidiary is released from its Subsidiary Guarantee and the obligations (other than those expressly stated from its Subsidiary guarantees of all Credit Documents or otherwise ceases to survive termination) of the Agent and each Loan Party under the Security Documents shall terminatebe a Subsidiary Guarantor, all without delivery of any instrument or performance of any act by any Personparty, and all rights to the Collateral shall revert to such Subsidiary Party. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Credit Agreement to any Person person that is not a Loan PartyPledgor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 13.1 of this the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Subsidiary Party. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.145.13, the Collateral Agent shall execute and deliver to any Loan Party Pledgor, at such Loan Party's expense Pledgor’s expense, all documents that such Loan Party 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 9.14 5.13 shall be without recourse to or warranty by the Agent. In connection with any release pursuant to paragraph (a), (b), (c) or (d) above, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral Agent permitted to be released pursuant to this Agreement or any Lenderthe Security Documents.

Termination or Release. In each case subject to the terms of the Intercreditor Agreements: (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse guarantee hereunder, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursementspledges made herein, all accrued interest and fees under this Agreement, the Security Interest and all other obligations under security interests granted hereby, shall automatically terminate and/or be released upon the Loan Documents (other than (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable and (ii) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction occurrence of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonTermination Date. (b) A Subsidiary Loan Party shall automatically be released from its guarantee hereunder and its other obligations under the Collateral Agreement hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted not prohibited by this the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary or ceases to be a Pledgor or is otherwise released from its obligations under the Guarantee, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Loan Party. In addition, immediately prior to the consummation of a Qualified IPO of the Borrower, Holdings’ guarantee hereunder and its other obligations hereunder, and the security interests in the Collateral of Holdings shall be automatically released (unless the Borrower shall elect in its sole discretion that such release shall not be effected). (c) Upon The security interests in any Collateral shall automatically be released (i) upon any sale or other transfer by any Loan Party Pledgor of any Collateral that is permitted under this not prohibited by the Credit Agreement to any Person person that is not a Loan PartyPledgor, or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 9.08 of this Agreementthe Credit Agreement (to the extent required), the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party or (iii) as otherwise may be provided in the Intercreditor Agreement. (d) A Pledgor shall automatically be released from its Guarantee and its other obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Pledgor. (e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.147.15, the Collateral Agent shall execute and deliver to any Loan Party at such Loan Party's expense Pledgor all documents that such Loan Party 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 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 9.14 7.15 shall be without recourse to or warranty by the Agent. In connection with any release pursuant to this Section 7.15, the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement. The Pledgors agree to pay all reasonable and documented out-of-pocket expenses incurred by the Agent (and its representatives and counsel) in connection with the execution and delivery of such release documents or any Lenderinstruments.

Termination or Release. (a) At such time as the LoansThis Agreement, the Borrower's obligations to reimburse pledges made herein, the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, Security Interest and all accrued interest and fees under this Agreementother security interests granted hereby, and all other obligations under Security Documents securing the Loan Documents Obligations, shall automatically terminate 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 and the applicable Grantors, as of the date when all Obligations (other than (i) obligations under Sections 2.15Hedging Obligations in respect of any Secured Hedge Agreements as to which arrangements satisfactory to the applicable Secured Party have been made, 2.17 and 9.03 that are (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements not then due and payable and (iiiii) any contingent or indemnification obligations in respect of outstanding Letters of Creditnot then due) shall have been paid in full in cashcash or equivalents thereof, the all Commitments have been terminated or expired and all Letters no Letter of Credit shall have been discharged be outstanding that is not Cash Collateralized or cash collateralized back- stopped to the reasonable satisfaction of the Administrative Agent and the Issuing Bank Bank. (each of which b) A Subsidiary Party shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created security interests in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Security DocumentsCredit Agreement as a result of which such Subsidiary Party ceases to be a Restricted Subsidiary, becomes an Excluded Subsidiary or such Subsidiary is released from the Guarantee and the obligations (from any other than those expressly stated to survive termination) guarantee of the Agent and each Loan Party Credit Documents as permitted under the Security Documents shall terminateCredit Documents, all without delivery of any instrument or performance of any act by any Personparty, and all rights to the Collateral shall revert to such Subsidiary Party. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower. (ci) Upon any sale or other transfer by any Loan Party Pledgor or any Grantor of any Collateral that is permitted under this by the Credit Agreement to any Person person that is not a Loan PartyPledgor or a Grantor (including in connection with a Casualty Event), or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 13.1 of this the Credit Agreement, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) A Subsidiary Party shall automatically be released from its obligations hereunder and/or the security interests in any Collateral shall in each case be automatically released upon the occurrence of any applicable circumstance set forth in Section 13.17 of the Credit Agreement, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to any applicable Subsidiary Party. (e) In connection with any termination or release pursuant to paragraph (aSection 5.13(a), (b) ), (c), or (c) of this Section 9.14d), the Collateral Agent shall execute and deliver to any Loan Party Pledgor or any Grantor, as applicable, at such Loan Party's expense Pledgor’s or Grantor’s, as applicable, expense, all documents that such Loan Party Pledgor or Grantor, as applicable, 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 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 9.14 5.13 shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to Section5.13(a), (b), (c) or (d) above, the Pledgors or the Grantors, as applicable, shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements or collateral description deletions, in each case solely as applicable to reflect such release. Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any LenderCollateral permitted to be released pursuant to this Agreement or the Credit Documents.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than This Security Agreement shall continue in effect until (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable the Credit Agreement has terminated pursuant to its express terms and (ii) obligations all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect of to any outstanding Letters of Credit) shall , have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to as required by the reasonable satisfaction Credit Agreement) and no commitments of the Agent and Issuing Bank (each of or the Lenders which shall have confirmed such satisfaction by written notice would give rise to the Borrower), the Collateral shall be released from the Liens created by the Security Documents, and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any PersonSecured Obligations are outstanding. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this pursuant to the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerSubsidiary. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Loan Party Grantor of any Collateral that is permitted under this Agreement Section 4.1(d) to any Person that is not a Loan Partyanother Grantor or, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this the Credit Agreement, the security interest in such Collateral shall be automatically released. (d) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such Subsidiary are pledged under this Security Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this Security Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and pledged under this Security Agreement. (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (cd) of this Section 9.14above, the Collateral Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all UCC termination statements and similar documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.15 shall be without recourse to or representation or warranty by the Collateral Agent or any LenderSecured Party. Without limiting the provisions of Section 7.12, the Borrower shall reimburse the Agent upon demand for all reasonable 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 7.15.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, This Mortgage and all other obligations under liens and security interests granted by Mortgagor hereby shall automatically terminate and be released upon the Loan Documents (other than occurrence of both (i) the Termination Date (as defined in the Credit Agreement), and (ii) the date when all Notes Obligations and any Other First Lien Obligations (in each case other than contingent or unliquidated obligations under Sections 2.15, 2.17 and 9.03 that are or liabilities not then due and payable any other obligations that, by the terms of the Indenture or any Other First Lien Agreements, are not required to be paid in full prior to termination and (iirelease of the Mortgaged Property) obligations in respect of outstanding Letters of Credit) shall have been paid in full in cash, and the Commitments Secured Parties have been terminated and all Letters of Credit no further commitment to extend credit under the Indenture or any Other First Lien Agreement. (b) Mortgagor shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall automatically be released from its obligations hereunder and the Liens created lien and security interests in the Mortgaged Property of Mortgagor shall be automatically released upon the consummation of any transaction not prohibited by the Security Documents, and the obligations (other than those expressly stated Credit Agreement or any Other First Lien Agreement as a result of which Mortgagor ceases to survive termination) of the Agent and each be a Borrower or a Subsidiary or otherwise ceases to be a Loan Party under the Security Documents shall terminateParty, all without delivery of any instrument or performance of any act by any Person. (b) A Subsidiary Loan Party party, and all rights to the Mortgaged Property shall automatically be released from its obligations under the Collateral Agreement and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases revert to be a Subsidiary of the BorrowerMortgagor. (c) (i) Upon any sale or other transfer by any Loan Party Mortgagor of any Collateral the Mortgaged Property that is permitted under this not prohibited by the Credit Agreement or any Other First Lien Agreement to any Person person that is not a Loan Party, or (ii) upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral Mortgaged Property pursuant to Section 9.02 9.08 of this the Credit Agreement, Article IX of the Indenture and any equivalent provision of each applicable Other First Lien Agreement (in each case, to the extent required thereby), or (iii) as otherwise may be provided in the Intercreditor Agreements, the lien and security interest in such Collateral Mortgaged Property shall be automatically released, all without delivery of any instrument or performance of any act by any party. (d) Mortgagor shall automatically be released from its Credit Agreement Secured Obligations (as defined in the Collateral Agreement) hereunder and/or the lien and security interests in the Mortgaged Property securing Credit Agreement Secured Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. (e) Solely with respect to any Other First Lien Obligations, Mortgagor shall automatically be released from its obligations hereunder and/or the security interests in the Mortgaged Property shall in each case be automatically released, in each case (i) solely with respect to Notes Obligations, upon the occurrence of any of the circumstances set forth in Section 11.04(a) of the Indenture or (ii) with respect to any Other First Lien Obligations, other than the Notes Obligations, upon the occurrence of any of the circumstances set forth in any equivalent provision of any applicable Other First Lien Agreement governing such Other First Lien Obligations, all without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor. (f) If the Mortgaged Property shall become subject to the release provisions set forth in Section 2.04 of the First Lien Intercreditor Agreement, the lien created hereunder on such Mortgaged Property shall be automatically released to the extent (and only to the extent) provided therein. (g) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 9.148.7, the Collateral Agent Mortgagee shall execute and deliver to any Loan Party Mortgagor, at such Loan Party's expense Mortgagor’s expense, all documents that such Loan Party Mortgagor shall reasonably request to evidence such termination or releaserelease (including, without limitation, mortgage partial or full releases or UCC amendment or termination statements, as applicable), and will duly assign and transfer to Mortgagor, such of the Mortgaged Property that may be in the possession of Mortgagee and has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. Any execution and delivery of documents pursuant to this Section 9.14 8.7 shall be without recourse to or warranty by Mortgagee. In connection with any release pursuant to this Section 8.7, Mortgagor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the Collateral Agent filing of UCC termination statements. Upon the receipt of any necessary or any Lenderproper instruments of termination, satisfaction or release (forms of which shall be reasonably acceptable to Mortgagee) prepared by the Borrowers, Mortgagee shall execute, deliver or acknowledge such instruments or releases to evidence the release of the Mortgaged Property permitted to be released pursuant to this Mortgage. Mortgagor agrees to pay all reasonable and documented out-of-pocket expenses incurred by Mortgagee (and its representatives and counsel) in connection with the execution and delivery of such release documents or instruments.

Termination or Release. (a) At such time as the Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to Section 2.05(e) for LC Disbursements, all accrued interest and fees under this Agreement, and all other obligations under the Loan Documents (other than This Security Agreement shall continue in effect until (i) obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable the Credit Agreement has terminated and (ii) all of the Secured Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid and performed in full (or with respect of to any outstanding Letters of Credit) shall , have been paid in full in cash, the Commitments have been terminated and all Letters of Credit shall have been discharged or cash collateralized to the reasonable satisfaction of the Agent and Issuing Bank (each of which shall have confirmed such satisfaction by written notice to the Borrower), the Collateral shall be released from the Liens created as required by the Security Documents, Credit Agreement) and the obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall terminate, all without delivery no commitments of any instrument Agent or performance of the Lenders which would give rise to any act by any PersonSecured Obligations are outstanding. (b) A Subsidiary Loan Party shall automatically be released from its obligations under the Collateral Agreement hereunder and the security interests created hereunder in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by this pursuant to the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the BorrowerSubsidiary. (c) Upon any sale sale, lease, transfer or other transfer disposition by any Loan Party Grantor of any Collateral that is permitted under this Agreement Section 4.01(d) to any Person that is not a Loan Partyanother Grantor or, or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement hereby in any Collateral pursuant to Section 9.02 of this the 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) of this Section 9.14above, the Collateral Administrative Agent shall promptly execute and deliver to any Loan Party Grantor, at such Loan Party's expense Grantor’s expense, all UCC termination statements and similar documents that such Loan Party Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 7.14 shall be without recourse to or representation or warranty by the Collateral Administrative Agent or any LenderSecured Party. The Borrowers shall reimburse the Administrative Agent upon demand for all reasonable and documented 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 7.14.