Common use of Termination; Release Clause in Contracts

Termination; Release. When all the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When all (a) This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsfor which no claim has been made) have been indefeasibly paid and performed in full and the Commitments no commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and or the applicable L/C Issuers shall have been made), this Agreement shall terminateSecured Parties which would give rise to any Obligations are outstanding. Upon termination of this Agreement, Security Agreement the Collateral and the Mortgaged Property shall be released from the Lien of this Security Agreement. Upon such release any sale, lease, transfer or other disposition by any release Grantor (and to any Person that is not another Grantor) of any Collateral or the Mortgaged Property or any part thereof that is permitted by and made in accordance with the provisions all applicable terms of the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.1 of the Credit Agreement, the security interest in such Collateral shall in each case be automatically released. Upon any such release contemplated above, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantorssuch Grantor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may any such Collateral to be released that is then in the possession of the Administrative Agent Agent), and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, all proper documents and instruments (including UCC-3 termination financing statements or releases) as are reasonably requested by any Grantor acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or. (b) If, in the case of Section 9.10(e) of compliance with this Security Agreement and the Credit Agreement, subordinate (i) any Collateral Voting Stock issued by any First-Tier Foreign Subsidiary is redeemed by such First-Tier Foreign Subsidiary, (ii) any Voting Stock issued by any First-Tier CFC Holdco is redeemed by such First-Tier CFC Holdco, (iii) any Subsidiary becomes a First-Tier Foreign Subsidiary or Mortgaged Property and Collateral Documents a First-Tier CFC Holdco, or (iv) any Subsidiary becomes a Subsidiary of a First-Tier Foreign Subsidiary, then, in accordance with Sections 6.15each case, 6.17(e) and 9.10 the Capital Stock of the Credit Agreementrelevant Subsidiary or First-Tier CFC Holdco shall be automatically and without further action released from the security interests created by this Agreement so that the Capital Stock of such Subsidiary or First-Tier CFC Holdco subject to the security interests created by this Agreement shall not at any time include more than 65% of the total outstanding Voting Stock of any First-Tier Foreign Subsidiary or any First-Tier CFC Holdco or any Capital Stock of any Subsidiary of a First-Tier Foreign Subsidiary, and, upon the written request of the applicable Grantor, any certificates representing such released Capital Stock shall be returned to such Grantor.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon , all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgors (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee or any of its sub-agents hereunder and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral or Mortgaged PropertyUncertificated Security pursuant to Section 3.2(a)(ii). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment under the Credit Agreement has been terminated and all Credit Document Obligations have been paid in full, no Note (as the case may be. The Administrative Agent such term is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, defined in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of under the Credit AgreementAgreement is outstanding and all Term Loans thereunder have been repaid in full (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements).

Termination; Release. When all (a) This Security Agreement, the Credit Agreement Obligations Lien in favor of the Collateral Agent (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line for the benefit of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated terminated, (ii) the principal of and interest on each Loan and all Letters of Credit fees and other Secured Obligations shall have been terminated indefeasibly paid in full in cash and (iii) all other Obligations (other than Letters of Credit as to contingent indemnification obligations for which other arrangements satisfactory claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the Administrative Agent and terms of the applicable L/C Issuers shall have been made)Credit Agreement, this Agreement shall terminate. Upon provided, however, that in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked and (y) any Secured Obligations that may thereafter arise under Section 10.04 of the Mortgaged Property Credit Agreement (other than contingent indemnification obligations for which claims have not been asserted). (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon such release termination hereof or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole reasonable cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative . (c) At any time that the respective Grantor desires that the Collateral Agent is hereby expressly authorized totake any action described in clause (b) of this SECTION 9.5, and agrees such Grantor shall, upon request of the Borrower Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that it will, the release or, in of the case of Section 9.10(erespective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the Credit Agreement, subordinate result of any release of Collateral by it as permitted (or Mortgaged Property and which the Collateral Documents Agent in accordance with Sections 6.15, 6.17(egood faith believes to be permitted) and 9.10 of the Credit Agreementby this SECTION 9.5.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Loan Commitment under the Credit Agreement has been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no or Note (as defined in the case may be. The Administrative Agent Credit Agreement) is hereby expressly authorized tooutstanding (and all Loans have been paid in full), and agrees upon request of the Borrower that it will, release or, all other Obligations (other than indemnities described in the case of Section 9.10(e) 11 hereof and described in Section 13.01 of the Credit Agreement, subordinate and any Collateral or Mortgaged Property other indemnities set forth in any other Security Documents, in each case which are not then due and Collateral Documents payable) then due and payable have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released from the Lien instruments of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Credit Intercreditor Agreement, duly release from the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee or any of its sub-agents hereunder and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Property, as by the case may berespective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, As used in the case of Section 9.10(e) of the Credit this Agreement, subordinate any Collateral or Mortgaged Property “Termination Date” shall mean the date upon which (i) the TL Obligations Termination Date shall have occurred and Collateral Documents (ii) all Intermediate Holdco Credit Document Obligations (other than those arising from indemnities for which no claim has been made) then owing have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When (a) On the [earlier of the Termination Date (as defined below) and the Trigger Date (as defined below)]1 [Termination Date (as defined below)]2, this Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the limited liability company pursuant to Section 3.2(a)(ii) hereof. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitments under the Credit Agreement Obligations have been terminated and all Interest Rate Protection Agreements or Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note is outstanding (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) all Loans have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and full), all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof cash collateralized in accordance a manner consistent with the provisions of the Credit Agreement), and all other Obligations then due and payable have been paid in full [, and “Trigger Date” shall mean the Administrative Agent shall, upon date the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty Limited Liability Company Interests are transferred by the Administrative Agent except as Pledgor to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementNew Holdco]3.

Termination; Release. When (a) The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including Section 9.11 of the Credit Agreement. Furthermore, when all the Credit Agreement Secured Obligations have been paid in full (other than (A) contingent indemnification obligations not yet then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties Agreements and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)or Cash Collateralized, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of . (b) If any Pledgor becomes an Excluded Subsidiary or otherwise ceases to be a Guarantor in accordance with the Borrower that it will, release or, in the case of Section 9.10(e) provisions of the Credit Agreement, subordinate the Collateral Agent will, at the Borrower’s expense and upon receipt of any certifications reasonably requested by the Collateral or Mortgaged Property Agent in connection therewith and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 the terms of the Credit Agreement, execute and deliver to the applicable Pledgor such documents as such Pledgor may reasonably request to evidence the release of such Pledgor from the assignment and security interest granted hereunder and from its obligations hereunder.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsObligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the ABL Credit Agreement shall have expired or been sooner terminated and all Letters in accordance with the provisions of the ABL Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, or as otherwise provided in the ABL Credit Agreement, the Collateral and the Mortgaged Property shall be automatically released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the ABL Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments that any Pledgor shall reasonably request (including UCC-3 UCC‑3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative Agent is hereby expressly authorized to, . (b) A Pledgor shall automatically be released from its obligations hereunder and agrees the security interest in the Collateral of such Pledgor shall be automatically released upon request the consummation of any transaction permitted by the ABL Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower that it will, release or, in accordance and in compliance with the case of Section 9.10(e) terms of the ABL Credit Agreement. (c) Upon any sale or transfer by any Pledgor of any Collateral that is permitted under the ABL Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the ABL Credit Agreement), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the ABL Credit Agreement, subordinate any the security interest in such Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementshall be automatically released.

Termination; Release. When all (a) After the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon termination of this Agreementterminate (provided that all indemnities set forth herein including, the Collateral without limitation, in Section 11 hereof shall survive any such termination) and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementPledgee, the Administrative Agent shall, upon at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyMembership Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, as “Termination Date” shall mean the case may be. The Administrative Agent is hereby expressly authorized todate upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of no Note under the Credit Agreement, subordinate any Collateral or Mortgaged Property Agreement is outstanding (and Collateral Documents all Loans have been paid in accordance with Sections 6.15, 6.17(efull) and 9.10 of the Credit Agreementall other Obligations have been paid in full (other than arising from indemnities for which no request has been made).

Termination; Release. When (a) On the Termination Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and Section 6 of Annex N to the U.S. Security Agreement shall survive any such termination), and the Pledgee, at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitments under the Credit Agreement Obligations have been terminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (other than (A) contingent indemnification obligations not yet due or cash collateralized to the reasonable satisfaction of the Pledgee), no Note under the Credit Agreement is outstanding and payable and (B) obligations and liabilities under Secured Cash Management Agreementsall Loans thereunder have been repaid in full in cash in accordance with the terms thereof, Secured Foreign Line all Letters of Credit Agreementsissued under the Credit Agreement have been terminated (or cash collateralized in a manner satisfactory to the Administrative Agent), Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) all Second Lien Obligations have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations then due and payable have been paid in full in accordance with the terms thereof; provided, however, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements or cash collateralized in a manner satisfactory to the Administrative Agent and or (y) the applicable L/C Issuers shall First Lien Creditors have been made)released their Liens on all of the Collateral then, in either case, this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property security interests created hereby shall be released from the Lien terminate (provided that all indemnities set forth herein (including, without limitation, in Section 11 hereof) and in Section 6 of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver Annex N to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, U.S. Security Agreement shall survive such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a releasetermination) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release orunless, in the case of Section 9.10(e) preceding clause (x), any Event of Default under the Senior Secured Notes Indenture exists as of the Credit Agreementdate on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), subordinate any in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or Mortgaged Property and Collateral Documents any portion thereof was disposed of in accordance with Sections 6.15, 6.17(e) and 9.10 order to repay the First Lien Obligations (although the security interests created in favor of the Credit AgreementSecond Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Notes Indenture cease to exist).

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released from the Lien instruments of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Credit Intercreditor Agreement, duly release from the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee or any of its sub-agents hereunder and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, as “Termination Date” shall mean the case may be. The Administrative Agent is hereby expressly authorized to, and agrees date upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of which the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementDocument Obligations Termination Date shall have occurred.

Termination; Release. When The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (b) or (c) of the Credit Agreement. Furthermore, when all the Credit Agreement Secured Obligations have been paid in full (other than (A) contingent indemnification obligations not yet then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties Agreements and Secured Hedge Agreements) have been paid in full and ), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Collateral Agent, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Collateral Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or Mortgaged Propertyotherwise disposed of (to a Person other than a Secured Party) at any time prior to the Termination Date, in connection with a sale or disposition permitted by (i) Section 6.01 of the Indenture or is otherwise released at the direction of the requisite Holders and (ii) the comparable provisions of the Pari Passu Payment Lien Documents or is otherwise released at the direction of the requisite holders of such Pari Passu Payment Lien Obligations, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of each of the Indenture and such Pari Passu Payment Lien Documents, as the case may be. The Administrative Agent is , to the extent required to be so applied, the Collateral Agent, at the written request and sole expense of such Pledgor, will duly release from the security interest created hereby expressly authorized to(and will execute and deliver such documentation, including termination or partial release statements and agrees upon request the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Borrower that it will, release Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 20(a) or (b), it shall deliver to the Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor certifying that the release of the Credit Agreementrespective Collateral is permitted pursuant to the Secured Documents, subordinate including Section 20(a) or (b) hereof. (d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in good faith believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 20.

Termination; Release. When (a) This Agreement and the Liens and security interests granted hereby shall terminate when all the Credit Agreement Obligations (other than (A) wholly contingent indemnification obligations not yet obligations) then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) owing have been indefeasibly paid in full and the Commitments Lenders have no further commitment to lend under the Credit Agreement. (b) A Pledgor shall automatically be released from its obligations hereunder and the Liens on and security interests granted in the Pledged Collateral of such Pledgor under this Agreement shall be automatically released upon the Lenders consummation of any transaction permitted by the Credit Agreement as a result of which such Pledgor ceases to make be an Obligor. (c) Upon any Loan sale or to issue other transfer by any Letter Pledgor of Credit any Pledged Collateral that is permitted under the Credit Agreement shall have expired to any person that is not a Pledgor, or been sooner terminated and all Letters upon the effectiveness of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory any written consent to the Administrative Agent release of the Liens on and security interests granted in the applicable L/C Issuers shall have been made), Pledged Collateral of such Pledgor under this Agreement shall terminate. Upon termination of this Agreement, the in any Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions pursuant to Section 11.6 of the Credit Agreement, the Liens and security interests granted in such Pledged Collateral under this Agreement shall be automatically released. (d) In connection with any termination or release pursuant to paragraphs (a) through (c) above, the Administrative Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, execute and deliver to any Pledgor all documents that such Pledgor shall reasonably request to evidence such termination or release, and assign, transfer and deliver to the Grantorssuch Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of (or, in the case of uncertificated securities, registered in the name of) the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due have been terminated and payable all Interest Rate Protection Agreements and (B) obligations and liabilities under Secured Cash Management AgreementsOther Hedging Agreements entitled to the benefits of this Agreement have been terminated, Secured Foreign Line no Letter of Credit Agreements, Secured Franchisee Loan Facility Guaranties or Note (as defined in the Credit Agreement) is outstanding (and Secured Hedge Agreements) all Loans have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and full), all Letters of Credit have been terminated terminated, and all other Obligations (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent indemnities described in Section 11 hereof and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof described in accordance with the provisions Section 12.06 of the Credit Agreement, the Administrative Agent shalland any other indemnities set forth in any other Security Documents, upon the request in each case which are not then due and at the sole cost payable) then due and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not payable have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, paid in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When all (a) This Security Agreement, the Credit Agreement Obligations Lien in favor of the Collateral Agent (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line for the benefit of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been terminated reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all other Obligations (other than Letters of Credit as to contingent indemnification obligations for which other arrangements satisfactory claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the Administrative Agent and terms of the applicable L/C Issuers shall have been made)Credit Agreement, this Agreement shall terminate. Upon provided, however, that in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Mortgaged Property Credit Agreement (other than contingent indemnification obligations for which claims have not been asserted). (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon such release termination hereof or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole reasonable cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative . (c) At any time that the respective Grantor desires that the Collateral Agent is hereby expressly authorized totake any action described in clause (b) of this SECTION 9.5, and agrees such Grantor shall, upon request of the Borrower Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that it will, the release or, in of the case of Section 9.10(erespective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the Credit Agreement, subordinate result of any release of Collateral by it as permitted (or Mortgaged Property and which the Collateral Documents Agent in accordance with Sections 6.15, 6.17(egood faith believes to be permitted) and 9.10 of the Credit Agreementby this SECTION 9.5.

Termination; Release. When (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 8.1 hereof and in Section 6 of Annex N hereto, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitments under the Credit Agreement Obligations have been terminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (other than (A) contingent indemnification obligations not yet due or cash collateralized in a manner reasonably satisfactory to the Administrative Agent), no Note under the Credit Agreement is outstanding and payable and (B) obligations and liabilities under Secured Cash Management Agreementsall Loans thereunder have been repaid in full in cash in accordance with the terms thereof, Secured Foreign Line all Letters of Credit Agreementsissued under the Credit Agreement have been terminated (or cash collateralized in a manner satisfactory to the Administrative Agent), Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) all Second Lien Obligations have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations then due and payable have been paid in full; provided, however, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements or cash collateralized in a manner satisfactory to the Administrative Agent and or (y) the applicable L/C Issuers shall First Lien Creditors have been made)released their Liens on all of the Collateral then, in either case, this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property security interests created hereby shall be released from the Lien terminate (provided that all indemnities set forth herein (including, without limitation, in Section 8.1 hereof) and in Section 6 of this Agreement. Upon Annex N hereto shall survive such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a releasetermination) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release orunless, in the case of Section 9.10(e) preceding clause (x), any Event of Default under the Senior Secured Notes Indenture exists as of the Credit Agreementdate on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), subordinate any in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or Mortgaged Property and Collateral Documents any portion thereof was disposed of in accordance with Sections 6.15, 6.17(e) and 9.10 order to repay the First Lien Obligations (although the security interests created in favor of the Credit AgreementSecond Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Notes Indenture cease to exist).

Termination; Release. (a) (i) When all the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsthen due) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit (as defined in the Credit Agreement) under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminateautomatically terminate and (ii) upon the disposition of any Pledged Collateral by any Pledgor (other than a disposition to another Pledgor) permitted by, and in accordance with, the Credit Agreement, the pledge hereunder in respect of such Pledged Collateral only shall terminate and such Pledged Collateral shall automatically be released from the Lien of this Agreement. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall automatically be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 UCC‑3 termination financing statements statements, mortgage releases, property releases or other releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to. (b) Notwithstanding the foregoing, if (i) the Obligations (other than contingent indemnification obligations not then due) have been paid in full and agrees upon request the Commitments of the Borrower that it will, release or, Lenders to make any Loan or to issue any Letter of Credit (as defined in the case Credit Agreement) under the Credit Agreement shall have expired or been sooner terminated and all Letters of Section 9.10(e) Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(ii) and 9.10 Obligations of the Credit Agreementtype described in clause (b) of the definition of Obligations (“Remaining Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Obligations have been paid in full and the provisions of paragraph (a) of this Section 14.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. When (a) Subject to Section 2.04, this Agreement and the guarantees made herein shall terminate when all the Credit Agreement outstanding Guaranteed Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreementsfor indemnification, Secured Foreign Line of Credit Agreementsexpense reimbursement, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementstax gross-up or yield protection as to which no claim has been made) have been paid in full in cash and the Commitments of the Lenders have terminated or permanently reduced to make zero. (b) If the Borrower shall request the release under this Agreement of any Loan or to issue guarantee of any Letter Subsidiary Guarantor (i) upon the consummation of Credit under any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor shall have expired (A) cease to be a Subsidiary or been sooner terminated (B) cease to be a wholly-owned Material Domestic Subsidiary or (ii) that became a Subsidiary Guarantor pursuant to clause (b) of the Guarantee Requirement but is no longer required to be a Subsidiary Guarantor to satisfy the Guarantee Requirement, and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory shall deliver to the Administrative Agent and a certificate of an Authorized Officer of the applicable L/C Issuers shall have been made)Borrower to the effect that (x) in the case of any requested release under clause (i) above, this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance transaction will comply with the provisions terms of the Credit AgreementAgreement and (y) in the case of any requested release under clause (i)(B) or (ii) above, after giving effect to such release the Guarantee Requirement shall remain satisfied, the Administrative Agent, if reasonably satisfied that the applicable certificate is correct, shall release the applicable Subsidiary Guarantor from its guarantee hereunder. (c) In connection with any termination or release pursuant to Section 5.16(a) or 5.16(b), the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer shall execute and deliver to the Grantorsany Credit Party, against receipt at such Credit Party’s expense, all documents that such Credit Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.16(c) shall be without recourse to or warranty or representation by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementAgent.

Termination; Release. When (a) After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment under the Credit Agreement has been terminated and all Covered Agreements entered into with any Other Creditor have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated and all Obligations (other than (Aindemnities described herein and described in Section 12.01 of the Credit Agreement, and any other indemnities set forth in any other Credit Documents, in each case which are not then due and payable) contingent indemnification obligations not yet then due and payable and have been paid in full. (Bb) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsParty) (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and the all Commitments of the Lenders to make any Loan or to issue any Letter and Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated terminated, in connection with a sale or disposition permitted by Section 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (other than Letters or all the Lenders if required by Section 12.12 of the Credit as to which other arrangements satisfactory Agreement) or (y) at any time thereafter, to the Administrative Agent extent permitted by the other Secured Debt Agreements, and in the applicable L/C Issuers shall have been madecase of clauses (x) and (y), this Agreement shall terminate. Upon termination the proceeds of this Agreement, the Collateral and the Mortgaged Property shall be released such sale or disposition (or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof release) are applied in accordance with the provisions terms of the Credit Agreement or such other Secured Debt Agreement, as the Administrative Agent shallcase may be, upon to the extent required to be so applied, the Collateral Agent, at the request and at the sole cost and expense of such Assignor, will duly release from security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the Grantors, like in connection therewith) and assign, transfer and deliver to the Grantors, against receipt such Assignor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or the Mortgaged Property has been) so sold, or any part thereof to be released (in the case of a release) otherwise disposed of, or released, and as may be in the possession of the Administrative Collateral Agent and as has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the provisions thereof, such Assignor (and the Collateral at such time assigned by the respective Assignor pursuant hereto) shall not have been sold be released from this Agreement. (c) At any time that an Assignor desires that the Collateral Agent take any action to acknowledge or otherwise applied give effect to any release of Collateral pursuant to the terms hereofforegoing Section 10.8(a) or (b), andsuch Assignor shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of such Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 10.8(a) or (b). At any time that the Borrower or the respective Assignor desires that a Subsidiary of the Borrower which has been released from the Subsidiaries Guaranty be released hereunder as provided in the last sentence of Section 10.8(b), with respect it shall deliver to the Collateral Agent a certificate signed by an Authorized Officer of the Borrower and the respective Assignor stating that the release of the respective Assignor (and its Collateral) is permitted pursuant to such Section 10.8(b). (d) The Collateral Agent shall have no liability whatsoever to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging Secured Creditor as the termination hereof or the result of any release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in the absence of gross negligence and willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable jurisdiction) and 9.10 of the Credit Agreementbelieves to be in accordance with) this Section 10.8.

Termination; Release. When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory Agreement, [or upon the expiration of the Mortgaged Lease, or any early termination by Mortgagor of such Mortgaged Lease to the Administrative Agent and the applicable L/C Issuers shall have been made), extent permitted herein as provided herein,] this Agreement Mortgage shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release hereof or any release of Collateral or the Mortgaged Property or any part portion thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent Mortgagee shall, upon the request and at the sole cost and expense of the GrantorsMortgagor, forthwith assign, transfer and deliver to the GrantorsMortgagor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsMortgagee, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 UCC termination financing statements or releases) reasonably satisfactory to the Mortgagor acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, or assigning same to a party designated by Mortgagor, and agrees upon request of the Borrower that it willin each case in form and executed in all respects appropriate for recording or filing in all applicable state, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property county and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementmunicipal offices.

Termination; Release. When all the Credit Agreement Obligations have been paid in full (other than (A) contingent indemnification obligations that are not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement Mortgage shall terminate. Upon termination of this Agreement, the Collateral and Mortgage the Mortgaged Property shall be released from the Lien and security interest of this AgreementMortgage. Upon such release or any release of Collateral or the Mortgaged Property or any part portion thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent Mortgagee shall, upon the request and at the sole cost and expense of the GrantorsMortgagor, assign, transfer and deliver to the GrantorsMortgagor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsMortgagee, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent Mortgagee is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) 9.10 of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) the terms of the Loan Documents and Section 9.10 of the Credit Agreement.

Termination; Release. When (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to any Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, Corporate Stock or a Limited Liability Company Interest (other than an Uncertificated Security, Corporate Stock or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which all Commitments under the Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated, and all other Obligations (other than (A) contingent indemnification obligations not yet then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in cash in accordance with the provisions terms thereof. In the event that any Subsidiary Guarantor is released from its Obligations hereunder pursuant to Section 7.1.9 of the Credit Agreement, the Administrative Agent shallPledgee, upon at the request and at the sole cost and expense of the Grantorssuch Subsidiary Guarantor, assign, transfer shall execute and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, an instrument acknowledging such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the Subsidiary Guarantor’s release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit from this Agreement.

Termination; Release. When all the Credit Agreement Obligations (other than (Aa) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid After payment in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated Obligations and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, this Pledge Agreement and the Administrative Agent shallsecurity interest created hereby shall terminate (provided that all indemnities set forth herein including, upon without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and at the sole cost and expense of the GrantorsPledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Pledge Agreement, and will duly assign, transfer and deliver to the Grantors, against receipt Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Pledge Agreement, together with any moneys at the terms time held by the Pledgee or any of its sub-agents hereunder. (b) In the event that any part of the Collateral is released at the direction of the Secured Creditors and the proceeds of such sale or sales or from such release are applied in accordance with Section 9, to the extent required to be so applied, the Pledgee, at the request and expense of the Pledgor, will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as is then being (or has been) so sold or released and has not theretofore been released pursuant to this Pledge Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in Section 18(a) or (b) hereof, and, with respect it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging Secured Creditor as the termination hereof or the result of any release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementthis Section 18.

Termination; Release. When The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including, without limitation, Section 9.11(a), (b) or (c) of the Credit Agreement. Furthermore, when all the Credit Agreement Secured Obligations have been paid in full (other than (A) contingent indemnification obligations not yet then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties Agreements and Secured Hedge Agreements) have been paid in full and ), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction (including a dividend or distribution) permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When all (a) This Security Agreement, the Credit Agreement Obligations Lien in favor of the Collateral Agent (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line for the benefit of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full itself and the other Secured Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations, and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto, when (i) the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and (ii) the principal of and interest on each Loan and all Letters of Credit have been terminated (fees and other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers Secured Obligations shall have been made)indefeasibly paid in full in cash; provided, this Agreement shall terminate. Upon that, in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Mortgaged Property Secured Parties against (A) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (B) any obligations that may thereafter arise with respect to the Bank Product Obligations and (C) any Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) that may thereafter arise under Section 9.05 of the Credit Agreement. (i) Upon the consummation of a transaction expressly permitted under the Credit Agreement, which results in a Grantor ceasing to be a Subsidiary of the Borrower, such Grantor shall be automatically released from its obligations under this Security Agreement, the Lien security interest granted hereby shall terminate with respect to such Grantor and all rights to the Collateral of this Agreement. Upon such release Grantor shall revert to such Grantor or any other Person entitled thereto. (ii) Upon any sale or other transfer by any Grantor of any Collateral that is expressly permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral or the Mortgaged Property or any part thereof in accordance with the provisions pursuant to Section 9.20 of the Credit Agreement, the Administrative Agent shallsecurity interest granted hereby shall terminate with respect to such Collateral and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. (iii) At such time as any of the foregoing contained Sections 9.5(a), 9.5(b)(i) and 9.5(b)(ii) hereof, upon the Borrower’s written request and at the sole cost and expense of the Grantors, the Collateral Agent will (A) assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) or all of the Collateral (in the case of the satisfaction of Sections 9.5(a), 9.5(b)(i) and 9.5(b)(ii) hereof) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, and (B) with respect to any other Collateral or Mortgaged PropertyCollateral, proper authorize the filing of appropriate termination statements and other documents and instruments (including UCC-3 UCC termination financing statements or releases) acknowledging to terminate such security interests. (c) At any time that the termination hereof or respective Grantor desires that the release of Collateral Agent take any action described in Section 9.5(b) hereof, such Collateral or Mortgaged PropertyGrantor shall, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that it will, the release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate respective Collateral is permitted pursuant to Sections 9.5(a) or 9.5(b) hereof. The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it as permitted (or Mortgaged Property and which the Collateral Documents Agent in accordance with Sections 6.15, 6.17(egood faith believes to be permitted) and 9.10 of the Credit Agreementby this Section 9.5.

Termination; Release. When all (a) This Guaranty (i) shall terminate upon termination of the Credit Agreement Commitments, payment in full of the Guaranteed Obligations (other than (A) contingent contingent, unasserted indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties Treasury Services Agreements and Secured Hedge AgreementsSwap Contracts) have been paid in full and the Commitments expiration or termination of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer) and (ii) shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof continue to be released (in the case of a release) as may effective or be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Propertyreinstated, as the case may be. The Administrative Agent , if at any time payment, or any part thereof, of any Guaranteed Obligation is hereby expressly authorized torescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any Loan Party or otherwise. (b) A Guarantor shall be automatically released from its obligations under this Guaranty: (i) upon a sale or other disposition (including by way of consolidation, and agrees upon request of the Borrower that it willmerger, release or, in the case of Section 9.10(eamalgamation or combination) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company of such Guarantor) such that after giving effect to such sale or other disposition such Guarantor ceases to be a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Borrower or a Restricted Subsidiary), in each case if the sale or other disposition does not violate Section 4.08 in Annex I to the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents ; (ii) (A) upon the designation in accordance with Sections 6.15the Credit Agreement of that Guarantor as an Unrestricted Subsidiary or (B) if such Guarantor otherwise becomes an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (iii) with respect to any Guarantor that is not the continuing or surviving Person in the relevant consolidation or merger, 6.17(eas a result of a transaction that complies with the provisions of Section 5.02 in Annex I to the Credit Agreement; (iv) and 9.10 as described under Section 4.16 in Annex I to the Credit Agreement; or (v) as provided under Section 9.08 of the Credit Agreement.

Termination; Release. When Upon termination of the Commitments and payment in full of all the Credit Agreement Party Obligations (other than (Ax) contingent indemnification obligations not yet due and payable and (By) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsBank Product Debt) have been paid in full and the Commitments expiration or termination of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall that have been madeCash Collateralized in accordance with the Credit Agreement), this Agreement shall automatically terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released automatically from the Lien of this Agreement with further action required by any Person. The Security Interest and any Liens granted herein to the Administrative Agent in the Pledged Collateral of any Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by and in accordance with the terms of the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Guarantor. Upon any Disposition by any Pledgor of any Pledged Collateral that is permitted under and in accordance with the terms of the Credit Agreement (other than a sale or transfer to another Credit Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral pursuant to Section 9.1 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically released. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsAgent, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. (a) When all the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminateterminate (including, without limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, . (b) This Agreement and agrees upon request of the Borrower that security interest with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes Holders when all Existing Senior Notes Obligations have been indefeasibly paid in full. (c) A Pledgor shall automatically be released from its obligations hereunder if it will, release or, ceases to be a Guarantor in the case of accordance with Section 9.10(e9.11(b) of the Credit Agreement, subordinate . (d) The Lien granted hereby in any Pledged Collateral shall automatically be released (i) upon the sale or Mortgaged Property disposition thereof (other than any sale or disposition to another Pledgor) provided that such sale or disposition is permitted by the Credit Agreement and (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral Documents in accordance with Sections 6.15, 6.17(epursuant to Section 9.11(a)(iii) and 9.10 of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien created hereby. (e) In connection with any termination or release pursuant to paragraph (c) or (d) above, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11.4 shall be without recourse to or warranty by the Collateral Agent.

Termination; Release. (a) When all the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminateterminate (including, without limitation, any Lien granted hereunder for the benefit of the Existing Senior Notes Secured Parties). Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 UCC 3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, . (b) This Agreement and agrees upon request the security interest with respect to the Pledge Collateral shall terminate with respect to the Existing Senior Notes Trustee and the Existing Senior Notes Holders when all Existing Senior Notes Obligations have been indefeasibly paid in full. (c) A Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Guarantor in accordance with Section 9.11(b) of the Borrower that it will, release or, Credit Agreement. (d) The Lien granted hereby in the case of any Pledged Collateral shall automatically be released (i) in accordance with Section 9.10(e9.11(a)(ii) of the Credit Agreement, subordinate upon the sale or Disposition thereof (other than any Collateral sale or Mortgaged Property Disposition to another Pledgor) provided that such sale or Disposition is permitted by the Credit Agreement (including, if applicable, satisfaction of the Mortgage EBITDA Test and Collateral Documents the Guarantor EBITDA Test in accordance with Sections 6.15, 6.17(eSection 7.05 of the Credit Agreement and delivery to the Administrative Agent of an officer’s certificate evidencing the satisfaction of such tests) and 9.10 (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Collateral pursuant to Section 9.11(a)(v) of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien created hereby. (e) In connection with any termination or release pursuant to paragraph (c) or (d) above, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11.4 shall be without recourse to or warranty by the Collateral Agent. (f) If any term of this Section 11.4 is inconsistent with the Credit Agreement, the Credit Agreement shall govern.

Termination; Release. (a) When all (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit has been delivered to the Administrative Agent as required by the Credit Agreement) other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which no claim has been made and no commitments of the Administrative Agent or the other arrangements satisfactory Secured Parties which would give rise to any Secured Obligations are outstanding, this Agreement shall terminate and the Collateral shall be automatically and without further action released from the Liens in favor of the Administrative Agent and the applicable L/C Issuers shall have been made)other Secured Parties created hereby, this Agreement and all obligations (other than those expressly stated to survive such termination) of each Pledgor to the Administrative Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. Upon termination At the sole expense of this Agreementany Pledgor following any such termination, the Administrative Agent shall deliver such documents as such Pledgor shall reasonably request to evidence such release and termination. (b) If any of the Collateral and the Mortgaged Property shall be released from the Lien (i) sold, transferred or otherwise disposed of this Agreement. Upon such release by any Pledgor in a sale, transfer or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of other disposition permitted by the Credit Agreement, other than with respect to a sale, transfer or other disposition to another Pledgor, or (ii) be or become an Excluded Asset pursuant to a transaction not prohibited by the Credit Agreement, then, in each case such Collateral shall be automatically and without further action released from the security interests created by this Agreement. If a Pledgor is disposed of pursuant to a transaction permitted by the Credit Agreement or is otherwise released from its guarantee pursuant to (and to the extent permitted by) the Credit Agreement, such Pledgor shall be automatically and without further action released from its obligations under this Agreement. In either case, the Administrative Agent shallAgent, upon at the request and at the sole cost and expense of the Grantorssuch Pledgor, assign, transfer shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the Grantorstermination and release of the Liens created hereby on Collateral of such Pledgor, against receipt and without recourse to or warranty such Pledgor, as applicable, subject to, if reasonably requested by the Administrative Agent except as to the fact that Agent, the Administrative Agent has not encumbered Agent’s receipt of an Officers’ Certificate from the released assets, Company stating that such of transaction is in compliance with the Credit Agreement. (c) The Liens securing the Secured Obligations with respect to Non-ABL Priority Collateral or the Mortgaged Property or any part thereof to shall be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied when required pursuant to the terms hereofof the ABL Intercreditor Agreement, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging following the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release orapplicable party or parties thereto, in the case of accordance with Section 9.10(e9.02(c) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When (a) Notwithstanding anything to the contrary herein, when all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Canadian Lenders to make any Canadian Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)terminated, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 PPSA termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to. (b) Notwithstanding the foregoing, and agrees upon request if (i) the Secured Obligations (other than the Secured Obligations of the Borrower that it will, release or, type described in the case of Section 9.10(eclause (b) of the Credit Agreementdefinition of Secured Obligations (the “Remaining Secured Obligations”), subordinate any Collateral or Mortgaged Property which remain outstanding), have been paid in full and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 the Commitments of the Canadian Lenders to make any Canadian Loan under the Credit AgreementAgreement shall have expired or been sooner terminated, and (ii) all or a portion of the repayment of the Secured Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. When all (a) After the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement and the security interest created hereby shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements and Other Hedging Agreements entered into with any Other Creditors have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full and all Obligations then due and payable have been paid in full. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Secured Debt Agreements (other than a sale to any Pledgor or any Subsidiary thereof) or is otherwise released with the consent of the Required Secured Creditors and the Mortgaged Property shall be released proceeds of such sale or sales or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof are applied in accordance with the provisions of the Credit Agreement, to the Administrative Agent shallextent required to be so applied, upon the Pledgee, at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral (and releases therefor) as is then being (or has been) so sold or released and has not theretofore been released pursuant to this Agreement. (c) At any time that a Pledgor desires to close a Concentration Account, it shall, with the Mortgaged Property or any part thereof consent of the Pledgee, redirect the contents of such Concentration Account, and all future deposits required to be released made in such Concentration Account, to Account No.: 4060944601, Account Name: GENERAL MARITIME CORPORATION (in the case of "Primary Concentration Account"). (d) At any time that a releasePledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as may be provided in possession Section 20(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of such Pledgor stating that the release of the Administrative Agent and as shall not have been sold or otherwise applied respective Collateral is permitted pursuant to the terms hereof, and, with respect such Section 20(a) or (b). (e) The Pledgee shall have no liability whatsoever to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the Secured Creditor as a result of any release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementthis Section 20.

Termination; Release. When (i) This Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when Payment in Full of the Credit Agreement Secured Obligations (other than has occurred. Notwithstanding the foregoing, (A) contingent indemnification obligations not yet due this Agreement, the Lien in favor of the Collateral Agent (for the benefit of the Credit Parties) and payable all other security interests granted hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise, and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and connection with the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral Agent may require such indemnities and collateral security as it shall reasonably deem necessary or appropriate to protect the Mortgaged Property Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the Credit Agreement. (ii) The Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof Agreement in accordance with the provisions of this Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement and the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments (including UCC-3 UCC 3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative . (iii) At any time that the respective Pledgor desires that the Agent is hereby expressly authorized totake any action described in clause (ii) of this SECTION 11.5, and agrees such Pledgor shall, upon request of the Borrower Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that it will, the release or, in of the case of Section 9.10(erespective Collateral is permitted pursuant to clause (i) or (ii) of this SECTION 11.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the Credit Agreement, subordinate result of any release of Collateral by it as permitted (or Mortgaged Property and which the Collateral Documents Agent in accordance with Sections 6.15, 6.17(egood faith believes to be permitted) and 9.10 of the Credit Agreementby this SECTION 11.5.

Termination; Release. When all After the Termination Date (defined below), this Credit Agreement shall terminate and the Administrative Agent, at the request and expense of the Pledgors, will promptly execute and deliver to each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Credit Agreement, and will duly assign, transfer and deliver to each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Administrative Agent and which has not theretofore been sold or otherwise applied or released pursuant to this Credit Agreement. As used in this Credit Agreement, “Termination Date” shall mean the date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations (other than have been paid. So long as (A) contingent indemnification obligations not yet due no Default or Event of Default has occurred and payable is continuing and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line no Borrowing Base imbalance described in Section 3.2.1 of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired exists, upon (i) the sale or been sooner terminated other disposition of any part of the Collateral that is not prohibited by the Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and all Letters expenses of Credit have been terminated any Person, (other than Letters iii) the release of Credit as to which other arrangements satisfactory to any part of the Collateral at the direction of the Administrative Agent and or (iv) the applicable L/C Issuers pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization, such Collateral shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall automatically be released from the Lien of this AgreementCredit Agreement and the Lien of this Credit Agreement shall be terminated with respect to such Collateral. Upon such release or and after any release of Collateral or the Mortgaged Property or any part thereof and all releases contemplated in accordance with the provisions of the Credit Agreementtwo immediately preceding paragraphs, the Administrative Agent shall, upon at the request and at the sole cost and expense of the GrantorsPledgors, assignthe Administrative Agent will execute and deliver such documentation, transfer including termination or partial release statements, a release letter and any similar documentation (without recourse and without any representation or warranty) to evidence such release(s) or otherwise in connection therewith; provided that, upon request of the Administrative Agent, each Pledgor shall deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact a certificate signed by an authorized officer of such Pledgor stating that the Administrative Agent has not encumbered the released assets, such each release of the respective Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied is permitted pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may bethis Section 25.8. The Administrative Agent is hereby expressly authorized to, and agrees upon request shall have no liability whatsoever to any Lender as the result of the Borrower that any release of Collateral by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(or which the Administrative Agent in the absence of gross negligence and willful misconduct believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 25.8.

Termination; Release. When all Subject to the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments terms of the Lenders to make any Loan or to issue any Letter of Credit under Intercreditor Agreement: (a) On the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated Termination Date (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, as “Termination Date” shall mean the case may be. The Administrative Agent is hereby expressly authorized to, date upon which all PBGC Obligations (other than indemnities described in Section 11 hereof and agrees upon request of the Borrower that it will, release orany other indemnities set forth in any other Security Documents, in the each case of Section 9.10(ewhich are not then due and payable) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Collateral Agent, at the written request and sole expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Collateral Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or Mortgaged Propertyotherwise disposed of (to a Person other than a Secured Party) at any time prior to the Termination Date, in connection with a sale or disposition permitted by (i) Section 6.01 of the Indenture or is otherwise released at the direction of the requisite Holders and (ii) the comparable provisions of the Pari Passu Payment Lien Documents or is otherwise released at the direction of the requisite holders of such Pari Passu Payment Lien Obligations, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of each of the Indenture and such Pari Passu Payment Lien Documents, as the case may be. The Administrative Agent is , to the extent required to be so applied, the Collateral Agent, at the written request and sole expense of such Pledgor, will duly release from the security interest created hereby expressly authorized to(and will execute and deliver such documentation, including termination or partial release statements and agrees upon request the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Borrower that it will, release Collateral as is then being (or has been) so sold or released and as may be in the possession of the Collateral Agent (or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 20(a) or (b), it shall deliver to the Collateral Agent (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor certifying that the release of the Credit Agreementrespective Collateral is permitted pursuant to the Secured Documents, subordinate including Section 20(a) or (b) hereof. (d) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in good faith believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 20.

Termination; Release. When (a) This Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all the Credit Agreement other security interests granted hereby shall terminate with respect to all Secured Obligations (other than (A) contingent indemnification obligations for which claims have not yet due and payable and been asserted) when (Bi) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been terminated reduced to zero, (other than Letters B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of Credit as to which other arrangements credit in a manner reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers Issuer and the Administrative Agent, and (iv) all unreimbursed amounts owed by the Borrowers or any other Loan Party pursuant to the Loan Documents shall have been made)indefeasibly paid in full in cash; provided, this Agreement shall terminate. Upon however, that in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that are reasonably likely to be reversed or revoked, (y) any obligations that are reasonably likely to thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that are reasonably likely to thereafter arise under Section 10.04 of the Mortgaged Property Credit Agreement. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon such release termination hereof or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the Grantors, promptly assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative . (c) At any time that the respective Grantor desires that the Collateral Agent is hereby expressly authorized totake any action described in clause (b) of this SECTION 9.5, and agrees such Grantor shall, upon request of the Borrower Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that it will, the release or, in of the case of Section 9.10(erespective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the Credit Agreement, subordinate result of any release of Collateral by it as permitted (or Mortgaged Property and which the Collateral Documents Agent in accordance with Sections 6.15, 6.17(egood faith believes to be permitted) and 9.10 of the Credit Agreementby this SECTION 9.5.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon termination of this Agreementterminate (provided that all indemnities set forth herein including, the Collateral without limitation, in Section 11 hereof shall survive any such termination) and the Mortgaged Property shall be released from Pledgee, at the Lien request and expense of this Agreement. Upon such release or any release Pledgor and at the written direction of Collateral or the Mortgaged Property or any part thereof Holders of the Notes in accordance with the provisions Second-Lien Note Indenture (upon such direction which the Pledgee shall conclusively rely), will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, as "Termination Date" shall mean the case may be. The Administrative Agent is hereby expressly authorized todate upon which all Second-Lien Notes under the Second-Lien Note Indenture have been repaid in full and all other Obligations (other than indemnities described in Section 11 hereof and described in Sections 3.4, 8.6 and elsewhere of the Second-Lien Note Indenture, and agrees upon request of the Borrower that it will, release orany other indemnities set forth in any other Security Documents, in the each case of Section 9.10(ewhich are not then due and payable) of the Credit Agreement, subordinate any Collateral or Mortgaged Property then due and Collateral Documents payable have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsObligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the ABL Credit Agreement shall have expired or been sooner terminated and all Letters in accordance with the provisions of the ABL Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, or as otherwise provided in the ABL Credit Agreement, the Collateral and the Mortgaged Property shall be automatically released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the ABL Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments that any Pledgor shall reasonably request (including UCC-3 PPSA and UCC‑3 termination financing statements, financing change statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative Agent is hereby expressly authorized to, . (b) A Pledgor shall automatically be released from its obligations hereunder and agrees the security interest in the Collateral of such Pledgor shall be automatically released upon request the consummation of any transaction permitted by the ABL Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower that it will, release or, in accordance and in compliance with the case of Section 9.10(e) terms of the ABL Credit Agreement. (c) Upon any sale or transfer by any Pledgor of any Collateral that is permitted under the ABL Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the ABL Credit Agreement), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the ABL Credit Agreement, subordinate any the security interest in such Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementshall be automatically released.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon termination of this Agreement, terminate (provided that all indemnities set forth in the Collateral Loan Agreement and the Mortgaged Property Security Documents and any other provision intended to survive shall be released from survive) and the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementLender, the Administrative Agent shall, upon at the request and at the sole cost and expense of the GrantorsBorrower, will execute and deliver to the Borrower a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, any financing change statements or other documents required to discharge the Lender’s Security Interest and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to the Grantors, against receipt Borrower (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Lender and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any Money at the terms hereof, and, with time held by the Lender or any of its agents hereunder. With respect to any other Collateral consisting of an uncertificated security or Mortgaged Propertya Pledged Securities Account, proper documents security entitlement or Pledged Commodity Account as to which a securities control agreement is in effect, the Lender will, after the Termination Date, if so requested by the Borrower, deliver to the issuer any such uncertificated security and instruments (including UCC-3 termination financing statements to the security intermediary and commodity intermediary for such Pledged Securities Account, securities entitlement or releases) acknowledging Pledged Commodity Account a notice of the termination hereof or the release of such Collateral securities control agreement. As used in this Agreement, “Termination Date” shall mean the date, as notified by the Lender to the Borrower, upon which, all Disbursements and any interests, costs and expenses have been indefeasibly paid in full, and all other Obligations have been indefeasibly paid in full and the Lender has no commitment or Mortgaged Propertyobligation (contingent or otherwise) to extend any credit to or for the account of the Borrower. (b) This Agreement shall continue to be effective, or be reinstated, as the case may be. The Administrative Agent , if at any time any payment received by the Lender in respect of the Obligations or the Collateral is hereby expressly authorized torescinded or must otherwise be restored or returned by the Lender upon the insolvency, and agrees upon request bankruptcy, dissolution, liquidation or reorganization of the Borrower that it willor upon the appointment of any intervener or conservator of, release oror trustee or similar official for, in the case of Section 9.10(e) or any substantial part of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 properties of the Credit AgreementBorrower, or otherwise, all as though such payments had not been made.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due date of satisfaction and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments discharge of the Lenders to make any Loan or to issue any Letter Secured Obligations in accordance with Section 11 of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Collateral Trust Indenture, this Agreement shall terminate. Upon termination of this Pledge Agreement, the Collateral security interest, liens and other interests and power created hereby in favor of the Trustee and any Proxy delivered in accordance herewith shall terminate without further action of any other person or entity (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions Trustee, promptly upon receipt of the Credit Agreement, the Administrative Agent shall, upon the request certificate required under Section 18(b) and at the sole cost and expense of the Grantorsany Pledgor, will (i) duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral Pledged Securities of such Pledgor as has not theretofore been sold or otherwise applied or released pursuant to this Pledge Agreement, together with any monies of such Pledgor at the Mortgaged Property time held by the Trustee or any part thereof of its sub-agents hereunder and (ii) at the request and expense of any Pledgor, execute and deliver to be released such Pledgor any instrument or instruments reasonably requested by any Pledgor acknowledging the satisfaction and termination of this Pledge Agreement with respect to such Pledgor. (b) At any time that a Pledgor desires that the Trustee assign, transfer and deliver Pledged Securities of such Pledgor (and releases therefor) as provided in Section 18(a) hereof, it shall deliver to the Trustee a certificate signed by a Responsible Officer of such Pledgor (i) stating that the release of the Pledged Securities of such Pledgor is permitted pursuant to such Section 18(a) and (ii) directing the Trustee to so assign, transfer, deliver or release (as applicable) such Pledged Securities. (c) Any Pledged Collateral (or portion thereof) which is sold, assigned, conveyed transferred or pledged or otherwise Disposed of by any Pledgor pursuant to a Permitted Disposition or other transaction not prohibited under the Note Agreement or any other Transaction Document shall (i) in the case of a releasePermitted Disposition or other transaction involving less than all Pledged Collateral, upon receipt by the Trustee of an officer’s certificate of or from the applicable Pledgor referencing such Permitted Disposition or other transaction and stating that such Permitted Disposition or other transaction and such release of Liens is permitted under the Note Agreement and (ii) as may be in possession the case of a Permitted Disposition or other transaction of all Pledged Collateral, upon receipt by the Administrative Agent Trustee of an officer’s certificate of or from the Co-Issuers and as shall not have been sold or otherwise applied pursuant opinion of counsel to the terms hereofCo-Issuers each referencing such Permitted Disposition or other transaction and stating that such Permitted Disposition or other transaction and such release of Liens is permitted under the Note Agreement, andbe immediately released from the Liens of this Pledge Agreement without further action by any other Person, and the Secured Parties hereby irrevocably and unconditionally authorize and direct, with respect to any such released Pledged Collateral, (i) the Trustee to and, at the expense of the Co-Issuers, the Trustee shall, promptly execute and deliver any notice, consent or other instrument or document as such Pledgor may reasonably request with respect to such Pledged Collateral or Mortgaged Propertyfor the purpose of evidencing such release, proper documents and instruments (including UCC-3 termination financing statements or releasesii) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized Trustee to, and agrees upon request the Trustee shall, immediately transfer title to and possession of such Pledged Collateral to the Borrower that it willrelevant Pledgor or its purchaser, release orassignee or transferee, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementas directed by such Pledgor.

Termination; Release. When all the Credit Agreement Obligations and all other Secured Obligations then due and outstanding (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreementsthan, Secured Foreign Line in each case, amounts in respect of Credit Agreementsindemnification, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsexpense reimbursement, tax gross-up or yield protection for which no claim has been made) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination the sale, transfer or other disposition of this any Pledged Collateral permitted under the Credit Agreement (other than any such sale, transfer or disposition to a Loan Party), the Lien on such Pledged Collateral shall automatically be released. Upon any Pledgor ceasing to be a Subsidiary of Parent pursuant to a transaction permitted pursuant to the Credit Agreement, the Lien on all Pledged Collateral and the Mortgaged Property of such Pledgor shall be released from the Lien of this Agreementand such Pledgor shall cease to be a Pledgor, and shall cease to have any further obligations, hereunder. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When all (a) After the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon termination of this Agreementterminate (PROVIDED that all indemnities set forth herein including, the Collateral without limitation, in Section 11 hereof shall survive any such termination) and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementPledgee, the Administrative Agent shall, upon at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the Mortgaged Property time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "TERMINATION DATE" shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations have been paid in full (other than arising from indemnities for which no request has been made). (b) In the event that any part thereof of the Collateral is sold or otherwise disposed of in connection with a sale or other disposition permitted by Section 7.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.12 of the Credit Agreement), and the proceeds of such sale or other disposition or from such release are applied in accordance with the terms of the Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will release such Collateral from this Agreement, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold, disposed of or released (in the case of a release) and as may be in possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the terms hereofforegoing Section 18(a) or (b), and, with respect it shall deliver to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or Pledgee a certificate signed EXHIBIT G Page 20 by a principal executive officer stating that the release of such the respective Collateral is permitted pursuant to Section 18(a) or Mortgaged Property, (b). The Pledgee shall have no liability whatsoever to any Secured Creditor as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request result of the Borrower that any release of Collateral by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(or which the Pledgee in the absence of gross negligence and willful misconduct believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 18.

Termination; Release. When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementspayable) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)full, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. In addition to the foregoing, the Liens on the Collateral will be automatically released, without the need for any action by the Collateral Agent or any other Secured Party, as follows: (a) with respect to any Collateral securing the Note Guarantee of any Guarantor, when such Guarantor’s Note Guarantee is released in accordance with the terms of the Indenture; (b) upon payment in full of principal, interest and all other obligations on the Notes issued under the Indenture; (c) with the consent the Holders of two-thirds in aggregate principal amount of the Notes, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; (d) in connection with any disposition of Pledged Collateral (but excluding any transaction subject to Article V of the Indenture where the recipient is required to become the obligor on the Notes or a Guarantor) that is permitted by the Indenture; (e) with respect to any particular item of Pledged Collateral, provided that there is then outstanding under the Credit Agreement at least $125,000,000 in aggregate debt and debt commitments, upon release by the Administrative Agent of the Liens on such item of Pledged Collateral securing the Obligations under the Credit Agreement; (f) upon the exercise by the Company of its legal defeasance or covenant defeasance options, or the satisfaction and discharge of the Company’s obligations under Article 8 or Article 13, as applicable, of the Indenture; or (g) upon the release or discharge of the Liens securing obligations under each of the Credit Facilities or any Guarantees thereof on any Pledged Collateral (with respect to the Lien on such Pledged Collateral); provided that the ratings then assigned to the Notes by both ▇▇▇▇▇’▇ and S&P will be, after giving effect to such release or discharge, Investment Grade Ratings, and a Suspension Period is then in effect. provided, that, in the case of any release in whole pursuant to clauses (b) or (f) above, all amounts then due and owing to the Trustee under the Indenture, the Notes and the Note Guarantees and the Collateral Documents have been paid. In addition, in accordance with Section 2.1 above, the liens on any 3-16 Excluded Property will be automatically released to the extent necessary for any such Subsidiary of the Company not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act, due to the fact that such Subsidiary’s capital stock secures the Notes, to file separate financial statements with the SEC. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit this Agreement, the Administrative Indenture or the Intercreditor Agreement, upon the request and at the sole cost and expense of the Company and the Guarantors, the Collateral Agent shall: (1) assign, transfer and deliver to the Company or the applicable Guarantor, as the case may be, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or any part thereof to be released as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms of the Collateral Documents; (2) execute and deliver UCC financing statement amendments or releases (which shall be prepared by the Company or any Guarantor) to the extent necessary to delete such Collateral or any part thereof to be released from the description of assets in any previously filed financing statements; and (3) execute and deliver such documents, instruments or statements (which shall be prepared by the Company) and take such other action as the Company may request to cause to be released and reconveyed to the Company, or the applicable Guarantor, as the case may be, such Collateral or any part thereof to be released and to evidence or confirm that such Collateral or any part thereof to be released has been released from the Liens of each of the Indenture and each of the Collateral Documents. Notwithstanding any provision to the contrary herein, as and when requested by the Company or any Pledgor, and upon direction from the Trustee, the Collateral Agent shall execute and deliver UCC financing statement amendments or releases (which shall be prepared by the Company or a Pledgor) to the extent necessary to delete Excluded Assets from the description of assets in any previously filed financing statements. If requested in writing by the Company or any Pledgor, and as directed by the Trustee, the Collateral Agent shall execute and deliver such documents, instruments or statements (which shall be prepared by the Company or any Pledgor) and to take such other action as the Company, such Pledgor or the Trustee may request to cause to be released and reconveyed to the Company, or the applicable Pledgor, as the case may be, such Excluded Assets described in the immediately preceding sentence and to evidence or confirm that such Excluded Assets have been released from the Liens on the Collateral created hereunder. The Collateral Agent shall execute and deliver such documents, instruments and statements and shall take all such actions promptly upon receipt of any directions from the Trustee. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of this Agreement, the Indenture or the Intercreditor Agreement, and without in any way effecting any automatic release, the Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the all Commitments of the Lenders to make any Loan or to issue any Letter and Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (other than Letters or all the Lenders if required by Section 13.12 of the Credit as to which other arrangements satisfactory Agreement) or (y) at any time thereafter, to the Administrative Agent extent permitted by the other Secured Debt Agreements, and in the applicable L/C Issuers shall have been madecase of preceding clauses (x) and (y), this Agreement shall terminate. Upon termination the proceeds of this Agreement, the Collateral and the Mortgaged Property shall be released such sale or disposition (or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof release) are applied in accordance with the provisions terms of the Credit Agreement or such other Secured Debt Agreement, as the Administrative Agent shallcase may be, upon to the extent required to be so applied, the Pledgee, at the request and at the sole cost and expense of such Pledgor, will duly release from the Grantorssecurity interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or the Mortgaged Property has been) so sold or any part thereof to be released (in the case of a release) and as may be in the possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments Pledgee (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the Credit Agreement, subordinate respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in good faith believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 19.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon termination of this Agreementterminate (provided that all indemnities set forth herein including, without limitation, in Article XI hereof shall survive any such termination) and the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementAgent, the Administrative Agent shall, upon at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the Mortgaged Property time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). (b) In the event that any part thereof of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) at any time prior to the Termination Date, in connection with a sale or disposition permitted by the Secured Obligation Agreements or is otherwise released at the direction of the Required Lenders and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Secured Obligation Agreements, as the case may be, to the extent required to be so applied, the Collateral Agent, at the request and expense of such Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released (in the case of a release) and as may be in possession of the Administrative Collateral Agent and as shall has not have theretofore been sold or otherwise applied released pursuant to this Agreement and to the terms hereofextent requested by such Pledgor, and, with respect to any other Collateral or Mortgaged Property, proper documents deliver UCC termination statements and instruments of satisfaction, discharge and/or reconveyance. At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (including UCC-3 termination financing statements or releases) acknowledging b), it shall deliver to the termination hereof or Collateral Agent a certificate signed by a principal executive officer of such Pledgor stating that the release of such the respective Collateral is permitted pursuant to Section 19(a) or Mortgaged Property, (b). The Collateral Agent shall have no liability whatsoever to any Secured Party as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request result of the Borrower that any release of Collateral by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementas permitted by this Article.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Credit Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement Obligations (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than (Aan Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) contingent indemnification obligations not yet due or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Loan Agreement have been terminated and payable and (B) obligations and liabilities under all Secured Cash Management AgreementsHedging Agreements entitled to the benefits of this Agreement have been terminated, Secured Foreign Line no Letter of Credit Agreements, Secured Franchisee or Note (as defined in the Loan Facility Guaranties Agreement) is outstanding (and Secured Hedge Agreements) all Loans have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and full), all Letters of Credit have been terminated terminated, and all other Obligations (other than Letters indemnities described in Section 11 hereof and described in Section 12.06 of Credit as to the Loan Agreement, and any other indemnities set forth in any other Security Documents, in each case which other arrangements satisfactory to the Administrative Agent are not then due and the applicable L/C Issuers shall payable) then due and payable have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof paid in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon termination of this Agreementterminate (provided that all indemnities set forth herein including, without limitation, in Article XI hereof shall survive any such termination) and the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementAgent, the Administrative Agent shall, upon at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the Mortgaged Property time held by the Collateral Agent or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). (b) In the event that any part thereof of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) at any time prior to the Termination Date, in connection with a sale or disposition permitted by the Credit Documents or is otherwise released at the direction of the Required Lenders and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Documents, as the case may be, to the extent required to be so applied, the Collateral Agent, at the request and expense of such Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released (in the case of a release) and as may be in possession of the Administrative Collateral Agent and as shall has not have theretofore been sold or otherwise applied released pursuant to this Agreement and to the terms hereofextent requested by such Pledgor, and, with respect to any other Collateral or Mortgaged Property, proper documents deliver UCC termination statements and instruments of satisfaction, discharge and/or reconveyance. At any time that any Pledgor desires that Collateral be released as provided in the foregoing paragraph (including UCC-3 termination financing statements a) or releases) acknowledging (b), it shall deliver to the termination hereof or Collateral Agent a certificate signed by a principal executive officer of such Pledgor stating that the release of such the respective Collateral is permitted pursuant to paragraph (a) or Mortgaged Property, (b) of this Article XIX. The Collateral Agent shall have no liability whatsoever to any Secured Party as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request result of the Borrower that any release of Collateral by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementas permitted by this Article.

Termination; Release. When (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the all Commitments of the Lenders to make any Loan or to issue any Letter and Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (other than Letters or all the Lenders if required by Section 13.12 of the Credit as to which other arrangements satisfactory Agreement) or (y) at any time thereafter, to the Administrative Agent extent permitted by the other Secured Debt Agreements, and in the applicable L/C Issuers shall have been madecase of clauses (x) and (y), this Agreement shall terminate. Upon termination the proceeds of this Agreement, the Collateral and the Mortgaged Property shall be released such sale or disposition (or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof release) are applied in accordance with the provisions terms of the Credit Agreement or such other Secured Debt Agreement, as the Administrative Agent shallcase may be, upon to the extent required to be so applied, the Pledgee, at the request and at the sole cost and expense of such Pledgor, will duly release from the Grantorssecurity interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or the Mortgaged Property has been) so sold or any part thereof to be released (in the case of a release) and as may be in the possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments Pledgee (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the Credit Agreement, subordinate respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in good faith believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 19.

Termination; Release. When all the Credit Agreement Obligations (other than (Aa) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make Any Lien upon any Loan Collateral or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property securing Secured Obligations shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Indenture. (b) Any Lien upon any Collateral or Mortgaged Property securing Permitted Additional Pari Passu Obligations shall be released pursuant to the applicable Permitted Additional Pari Passu Lien Agreement. (c) With respect to (i) SECTION 11.5(a), the Collateral Agent shall comply with any direction given to it by the Trustee pursuant to Section 11.04 of the Indenture, and (ii) SECTION 11.5(b), the Collateral Agent shall comply with any direction given to it by any Additional Pari Passu Agent pursuant to any similar provision of a Permitted Additional Pari Passu Lien Agreement; provided in the case of clauses (i) and (ii) that such direction is not inconsistent with this Agreement. (d) Subject to the terms of the Intercreditor Agreement, upon any release of Collateral or Mortgaged Property in accordance with the Administrative provisions of SECTION 11.5(a) or SECTION 11.5(b), the Collateral Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited to an Account or on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "Termination Date" shall mean the date upon which the Commitments under the Credit Agreement have been terminated, no Note (as defined in the case may be. The Administrative Agent Credit Agreement) is hereby expressly authorized tooutstanding (and all Loans have been paid in full), and agrees upon request of the Borrower that it will, release or, all other Obligations (other than indemnities described in the case of Section 9.10(e) 11 hereof and described in Section 13.01 of the Credit Agreement, subordinate and any Collateral or Mortgaged Property other indemnities set forth in any other Security Documents, in each case which are not then due and Collateral Documents payable) then due and payable have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Credit Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement Obligations (other than including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (Awithout recourse and without any representation or warranty) contingent indemnification obligations such of the Collateral as has not yet due theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and payable and (B) obligations and liabilities under Secured Cash Management Agreementstogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) “Termination Date” shall mean the date upon which the Total Commitment have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit terminated, no Note under the Credit Agreement shall is outstanding (and all Loans have expired or been sooner terminated and repaid in full), all Letters of Credit have been terminated (other than Letters of Credit as to Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letter of Credit, which other arrangements have been supported in a manner satisfactory to the Administrative Agent issuer of the Letter of Credit in its sole and absolute discretion) and all Obligations then outstanding (other than contingent indemnification obligations described in Section 11 hereof and Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by Section 8.4 of the Credit Agreement or otherwise released at the direction of the Required Lenders (or all Lenders if required by Section 12.1 of the Credit Agreement) and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination proceeds of this Agreement, the Collateral and the Mortgaged Property shall be released such sale or sales or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof are applied in accordance with the provisions of Section 4.4 of the Credit Agreement, to the Administrative Agent shallextent required to be so applied, upon the Pledgee, at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or has been) so sold or released and has not theretofore been delivered pursuant to this Agreement together with any undated stock, partnership or membership powers with respect thereto. The Pledgee shall also be entitled to and is hereby authorized and directed to duly assign, transfer and deliver such of the Mortgaged Property or Collateral as provided in Section 12.19(b) of the Credit Agreement. (c) At any part thereof to time that the respective Pledgor desires that Collateral be released (as provided in the case of a releaseforegoing subsection (a) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Propertyb), as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request it shall deliver to the Pledgee a certificate signed by a Responsible Officer stating that the release of the Borrower that it willrespective Collateral is permitted pursuant to such subsection (a) or (b), release or, in as the case may be. (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of Section 9.10(e) any release of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementthis Section 18.

Termination; Release. When (a) On the Termination Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and Section 6 of Annex N to the U.S. Security Agreement shall survive any such termination), and the Pledgee, at the request and expense of any Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, "TERMINATION DATE" shall mean the date upon which the Total Commitment under the Credit Agreement Obligations has been terminated and all Interest Rate Agreements entered into with any Interest Rate Creditor have been terminated (other than (A) contingent indemnification obligations not yet due or cash collateralized to the reasonable satisfaction of the Pledgee), no Note under the Credit Agreement is outstanding and payable and (B) obligations and liabilities under Secured Cash Management Agreementsall Loans thereunder have been repaid in full in cash in accordance with the terms thereof, Secured Foreign Line all Letters of Credit Agreementsissued under the Credit Agreement have been terminated (or cash collateralized in a manner satisfactory to the Administrative Agent), Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) all Second Lien Obligations have been paid in full in cash (or defeased or discharged) in accordance with the terms thereof and all other Obligations then due and payable have been paid in full in accordance with the terms thereof; PROVIDED, HOWEVER, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements or cash collateralized in a manner satisfactory to the Administrative Agent and or (y) the applicable L/C Issuers shall First Lien Creditors have been made)released their Liens on all of the Collateral then, in either case, this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property security interests created hereby shall be released from the Lien terminate (provided that all indemnities set forth herein (including, without limitation, in Section 11 hereof) and in Section 6 of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver Annex N to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, U.S. Security Agreement shall survive such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a releasetermination) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release orunless, in the case of Section 9.10(e) preceding clause (x), any Event of Default under the Senior Secured Notes Indenture exists as of the Credit Agreementdate on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), subordinate any in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or Mortgaged Property and Collateral Documents any portion thereof was disposed of in accordance with Sections 6.15, 6.17(e) and 9.10 order to repay the First Lien Obligations (although the security interests created in favor of the Credit AgreementSecond Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Notes Indenture cease to exist).

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "TERMINATION DATE" shall mean the date upon which the Commitments under the Credit Agreement have been terminated and all Covered Agreements have been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all other Obligations (other than (Aindemnities described herein and described in Section 12.01 of the Credit Agreement, and any other indemnities set forth in any other Credit Documents, in each case which are not then due and payable) contingent indemnification obligations not yet then due and payable and have been paid in full. (Bb) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsParty) (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and the all Commitments of the Lenders to make any Loan or to issue any Letter and Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated terminated, in connection with a sale or disposition permitted by Section 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (other than Letters or all the Lenders if required by Section 12.12 of the Credit as to which other arrangements satisfactory Agreement) or (y) at any time thereafter, to the Administrative Agent extent permitted by the other Secured Debt Agreements, and in the applicable L/C Issuers shall have been madecase of clauses (x) and (y), this Agreement shall terminate. Upon termination the proceeds of this Agreement, the Collateral and the Mortgaged Property shall be released such sale or disposition (or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof release) are applied in accordance with the provisions terms of the Credit Agreement or such other Secured Debt Agreement, as the Administrative Agent shallcase may be, upon to the extent required to be so applied, the Pledgee, at the request and at the sole cost and expense of such Pledgor, will duly release from the Grantorssecurity interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or the Mortgaged Property has been) so sold or any part thereof to be released (in the case of a release) and as may be in the possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments Pledgee (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the Credit Agreement, subordinate respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in the absence of gross negligence and willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) and 9.10 of the Credit Agreementbelieves to be in accordance with) this Section 19.

Termination; Release. When all a. This Security Agreement, the Credit Agreement Obligations Liens in favor of the Collateral Agent (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line for the benefit of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full itself and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated other Secured Parties) and all Letters of Credit have been terminated (other than Letters of Credit as security interests granted hereby shall immediately and automatically terminate with respect to which other arrangements satisfactory to all Secured Obligations on the Administrative Agent and Termination Date, provided, however, that in connection with the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (y) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (z) any Secured Obligations that may thereafter arise under Section 11.06 of the Mortgaged Property Credit Agreement. b. The Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof Security Agreement in accordance with the provisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Security Agreement and the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the Grantors, release, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a partial release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Collateral, file, or Mortgaged Propertyauthorize such Grantor to file, proper documents and instruments (including UCC-3 UCC‑3 termination financing statements or releasesreleases and releases with respect to Intellectual Property Collateral to be filed with the United States Trademark and Patent Office and the United States Copyright Office) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative . c. At any time that the respective Grantor desires that the Collateral Agent is hereby expressly authorized totake any action described in clause (b) of this Section 9.5, and agrees such Grantor shall, upon reasonable request of the Borrower Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that it will, the release or, in of the case of Section 9.10(erespective Collateral is permitted pursuant to clause (a) and (b) of this Section 9.5. The Collateral Agent shall have no liability whatsoever to any other Secured Party as the Credit Agreement, subordinate result of any release of Collateral by it as permitted (or Mortgaged Property and which the Collateral Documents Agent in accordance with Sections 6.15, 6.17(egood faith believes to be permitted) and 9.10 of the Credit Agreementby this Section 9.5.

Termination; Release. When This Agreement shall terminate and the Collateral shall be automatically released from the Lien of this Agreement when the Administrative Agent notifies the Borrower that the principal of and interest and Fixed Payment (if any) on the Loans, all fees and all other expenses or amounts payable under this Agreement and the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) Documents shall have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to contingent obligations for which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have no claim has been madeasserted), this Agreement shall terminate. Upon termination hereof, the security interests granted by the Security Documents shall automatically terminate and all rights to the Collateral shall revert to the Borrower. Upon termination hereof or any release of Collateral in accordance with the provisions of this Agreement, the Collateral Agent shall promptly execute and deliver to the Mortgaged Property shall be released Borrower all releases or confirmations of releases or other documents reasonably necessary and in form reasonably satisfactory to the Borrower, or administrative body, as applicable, and take such reasonable further actions for the release of such Collateral from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shallsecurity interests created thereby, upon the written request and at the sole cost and expense of the GrantorsBorrower, assign, transfer and deliver to the GrantorsBorrower, against receipt and without recourse to or warranty of any kind (either express or implied) by the Administrative Collateral Agent (except as to the fact that the Administrative Collateral Agent has not encumbered assigned or otherwise transferred its security interest in the released assetsCollateral), such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession or control of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Collateral, with such endorsements or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The BRUCKE FUNDING LLC, By [*] Name: [*] Title: Authorized Representative Brucke Funding LLC Attn: [*] Email: [*] [*] C/▇ ▇▇▇▇▇ & Company LLC, [*] United States BRUCKE AGENT LLC, as Administrative Agent is hereby expressly authorized toTitle: Authorized Representative BRUCKE AGENT LLC, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any as Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.Agent Title: Authorized Representative

Termination; Release. When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit no commitments remain under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release In addition, the Pledged Collateral or any release portion thereof shall be released from the Lien of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of this Agreement pursuant to the Credit Agreement. Upon such release, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) , terminations of Deposit Account Control Agreements acknowledging the termination hereof or the release of such Pledged Collateral or Mortgaged Property, as the case may be). The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release orIf, in compliance with the case of Section 9.10(e) terms and provisions of the Credit AgreementDocuments, subordinate all or substantially all of the Equity Interests or property of any Pledgor are sold or otherwise transferred (a “Transferred Pledgor”) to a person or persons, none of which is a U.S. Borrower or a Subsidiary, such Transferred Pledgor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Pledged Collateral owned by it and, so long as the Borrower Agent shall have provided the Collateral Agent such certifications or Mortgaged Property and documents as the Collateral Documents Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 12.4 in accordance with Sections 6.15, 6.17(e) and 9.10 the relevant provisions of the Credit Documents, so long as Pledgors shall have provided the Collateral Agent such certifications or documents as Collateral Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and (other than Contingent Obligations at Termination), the New Term Loan Commitments of the Lenders to make any New Term Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated terminated, the Swap Obligations have been cash collateralized in an amount equal to 100% of such Secured Swap Obligations, and all Letters of Credit have been terminated are cancelled or returned (other than those Letters of Credit as to for which other arrangements satisfactory to Supporting Letters of Credit have been deposited with the Administrative Agent in accordance with and as required by Section 1.4(g) of the applicable L/C Issuers shall have been madeCredit Agreement), this Agreement shall terminate. Upon termination of this Agreement, the Collateral terminate and the Mortgaged Property Pledged Collateral shall be released from the Lien of this Agreement, all without further delivery of any instrument or further action by any party, and all rights in the Collateral shall revert to the applicable Pledgor. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreementrelease, the Administrative Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver or cause to the Grantorsbe delivered to Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The . (b) If any of the Pledged Collateral is sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Credit Agreement (other than any sale, transfer or disposition to another Pledgor), then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and the Administrative Agent, at the request and sole HOUSTON\2261345 -18- expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the release of such Pledged Collateral from the security interests created hereby; provided that Borrower shall provide to the Administrative Agent is hereby expressly authorized to, and agrees upon request evidence of the Borrower that it will, release or, in the case of Section 9.10(e) of such transaction's compliance with the Credit Agreement, subordinate any Collateral Agreement as the Administrative Agent or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementMajority Lenders shall reasonably request.

Termination; Release. When (i) This Agreement shall terminate and the Pledged Collateral shall be automatically released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all the Credit Agreement Obligations (Fees and all other than (A) contingent indemnification obligations not yet due and expenses or amounts payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee any Loan Facility Guaranties and Secured Hedge Agreements) Document shall have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than Letters of Credit as to contingent indemnification obligations for which other arrangements satisfactory no claim or demand has been made and that, pursuant to the Administrative Agent and provisions of the applicable L/C Issuers shall have been madeCredit Agreement or the Security Documents, survive the termination thereof), this Agreement shall terminate. Upon termination of this Agreementhereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral and shall revert to the Mortgaged Property shall Pledgor or to such other person as may be released from the Lien of this Agreemententitled thereto pursuant to any Order or other applicable Legal Requirement. Upon such release termination hereof or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shallshall promptly, upon the written request and at the sole cost and expense of the GrantorsPledgor, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty of any kind (either express or implied) by the Administrative Collateral Agent (except as to the fact that the Administrative Collateral Agent has not encumbered assigned or otherwise transferred its security interest in the released assetsPledged Collateral), such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession or control of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Pledged Collateral, with such endorsements or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request . (ii) If any of the Borrower that it willCollateral is sold, release or, transferred or otherwise disposed of by the Pledgor (other than to another Loan Party) in the case of Section 9.10(e) of a transaction permitted by the Credit Agreement, subordinate any then the lien created pursuant to this Agreement in such Collateral or Mortgaged Property shall be released, and the Collateral Documents in accordance with Sections 6.15Agent, 6.17(e) at the request and 9.10 sole expense of the Pledgor, shall promptly execute and deliver to the Pledgor all releases or other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such further actions for the release of such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the Pledgor shall have delivered to the Collateral Agent, at least five Business Days (or such shorter period of time acceptable to the Collateral Agent) prior to the date of the proposed release, a certificate of a Responsible Officer of the Pledgor with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit AgreementAgreement and the other Loan Documents.

Termination; Release. When all (a) At such time as the Credit Agreement Obligations (other than (Aany Obligations owing to a Non-Lender Secured Party) contingent indemnification obligations not yet then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) owing shall have been paid in full and full, the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all no Letters of Credit have been terminated shall be outstanding (other than except for Letters of Credit as to which other arrangements that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and the applicable L/C Issuers Grantor shall have been madeautomatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantor. At the request and sole expense of the Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to the Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as the Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of the Grantor of such assets) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of the Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall terminatebe automatically released. Upon termination In connection with any other Disposition of this Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of the Grantor of such assets) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from the Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of the Grantor, the release of the Grantor’s Collateral), at the Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to the Mortgaged Property Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as the Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by the Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by the Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from the Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal. (e) At any time that the Grantor desires to obtain from the Collateral Agent UCC termination statements or other instruments or evidence of release with respect to any Collateral (including Account Collateral) released as provided in this Section 16, it shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of the respective Collateral is permitted pursuant to this Section 16. Upon such release or The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except it as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of permitted by this Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement16.

Termination; Release. When (a) This Agreement shall terminate and the Pledged Collateral shall be automatically released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all the Credit Agreement Obligations (Fees and all other than (A) contingent indemnification obligations not yet due and expenses or amounts payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee any Loan Facility Guaranties and Secured Hedge Agreements) Document shall have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than Letters of Credit as to contingent indemnification obligations for which other arrangements satisfactory no claim or demand has been made and that, pursuant to the Administrative Agent and provisions of the applicable L/C Issuers shall have been madeCredit Agreement or the Security Documents, survive the termination thereof), this Agreement shall terminate. Upon termination of this Agreementhereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral and shall revert to the Mortgaged Property shall applicable Pledgor or to such other person as may be released from the Lien of this Agreemententitled thereto pursuant to any Order or other applicable Legal Requirement. Upon such release termination hereof or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shallshall promptly, upon the written request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgors, against receipt and without recourse to or warranty of any kind (either express or implied) by the Administrative Collateral Agent (except as to the fact that the Administrative Collateral Agent has not encumbered assigned or otherwise transferred its security interest in the released assetsPledged Collateral), such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession or control of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Pledged Collateral, with such endorsements or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request . (b) If any of the Borrower that it willCollateral is sold, release or, transferred or otherwise disposed of by any Pledgor (other than to another Pledgor) in the case of Section 9.10(e) of a transaction permitted by the Credit Agreement, subordinate any then the lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of such Pledgor, shall promptly execute and deliver to such Pledgor all releases or Mortgaged Property other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Documents in accordance with Sections 6.15Agent and take such further actions for the release of such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the applicable Pledgor shall have delivered to the Collateral Agent, 6.17(eat least five Business Days (or such shorter period of time acceptable to the Collateral Agent) and 9.10 prior to the date of the proposed release, a certificate of a Responsible Officer of such Pledgor with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit AgreementAgreement and the other Loan Documents.

Termination; Release. When all the Credit Agreement First Lien Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan under the Credit Agreement and any Revolving Credit Obligations Document, or to issue any Letter letter of credit under any Revolving Credit under the Credit Agreement Obligations Document shall have expired or been sooner terminated and all Letters of Credit issued under any Revolving Credit Obligations Document have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent Agreement and the applicable L/C Issuers shall have been made)Revolving Credit Obligations Documents, this Agreement shall automatically, and without any action by any party hereto, terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Indenture, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementAgreement and the Revolving Credit Obligations Documents, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When (a) This Agreement shall terminate and the Pledged Collateral shall be automatically released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all the Credit Agreement Obligations (Fees and all other than (A) contingent indemnification obligations not yet due and expenses or amounts payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee any Term Loan Facility Guaranties and Secured Hedge Agreements) Document shall have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than Letters of Credit as to contingent indemnification obligations for which other arrangements satisfactory no claim or demand has been made and that, pursuant to the Administrative Agent and provisions of the applicable L/C Issuers shall have been madeCredit Agreement or the Security Documents, survive the termination thereof), this Agreement shall terminate. Upon termination of this Agreementhereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral and shall revert to the Mortgaged Property shall applicable Pledgor or to such other person as may be released from the Lien of this Agreemententitled thereto pursuant to any Order or other applicable Legal Requirement. Upon such release termination hereof or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, subject to the Administrative terms of the Intercreditor Agreement, the Collateral Agent shallshall promptly, upon the written request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgors, against receipt and without recourse to or warranty of any kind (either express or implied) by the Administrative Collateral Agent (except as to the fact that the Administrative Collateral Agent has not encumbered assigned or otherwise transferred its security interest in the released assetsPledged Collateral), such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession or control of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Pledged Collateral, with such endorsements or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request . (b) If any of the Borrower that it willCollateral is sold, release or, transferred or otherwise disposed of by any Pledgor (other than to another Pledgor) in the case of Section 9.10(e) of a transaction permitted by the Credit Agreement, subordinate any then the lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of such Pledgor, shall promptly execute and deliver to such Pledgor all releases or Mortgaged Property other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Documents in accordance with Sections 6.15Agent and take such further actions for the release of such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the applicable Pledgor shall have delivered to the Collateral Agent, 6.17(eat least five Business Days (or such shorter period of time acceptable to the Collateral Agent) and 9.10 prior to the date of the proposed release, a certificate of a Responsible Officer of such Pledgor with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit AgreementAgreement and the other Term Loan Documents.

Termination; Release. (a) When all the Secured Obligations have been paid in full (other than contingent indemnification or reimbursement obligations) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to the Pledgors, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementsor reimbursement obligations) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof cash collateralized in accordance with the provisions of the Credit Agreement, (ii) Secured Obligations of the Administrative Agent shalltype described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, upon this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect. (c) If any of the Pledged Collateral is sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Pledged Collateral shall be released, and the Collateral Agent, at the request and at the sole cost and expense of the Grantorssuch Pledgor, assign, transfer shall execute and deliver to the Grantors, against receipt and without recourse to such Pledgor all releases or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral other documents reasonably necessary or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or desirable for the release of such Pledged Collateral or Mortgaged Property, from the security interests created hereby; provided that Borrower shall provide to the Collateral Agent evidence of such transaction’s compliance with the Credit Agreement as the case may be. The Administrative Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementshall reasonably request.

Termination; Release. When all (a) After the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon termination of this Agreementterminate (PROVIDED that all indemnities set forth herein including, the Collateral without limitation, in Section 11 hereof shall survive any such termination) and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementPledgee, the Administrative Agent shall, upon at the request and at the sole cost and expense of the Grantorsrespective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the Mortgaged Property time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "TERMINATION DATE" shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations have been paid in full (other than arising from indemnities for which no request has been made). (b) In the event that any part thereof of the Collateral is sold or otherwise disposed of in connection with a sale or other disposition permitted by Section 7.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.12 of the Credit Agreement), and the proceeds of such sale or other disposition or from such release are applied in accordance with the terms of the Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will release such Collateral from this Agreement, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold, disposed of or released (in the case of a release) and as may be in possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the terms hereofforegoing Section 18(a) or (b), and, with respect it shall deliver to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or Pledgee a certificate signed by a principal executive officer stating that the release of such the respective Collateral is permitted pursuant to Section 18(a) or Mortgaged Property, (b). The Pledgee shall have no liability whatsoever to any Secured Creditor as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request result of the Borrower that any release of Collateral by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(or which the Pledgee in the absence of gross negligence and willful misconduct believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 18.

Termination; Release. When all (a) On the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released from the Lien instruments of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Credit Intercreditor Agreement, duly release from the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee or any of its sub-agents hereunder and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Property, as by the case may berespective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, As used in the case of Section 9.10(e) of the Credit this Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of “Termination Date” shall mean the Credit Agreementdate upon which the Obligations Termination Date shall have occurred.

Termination; Release. When all (a) After the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the relevant Assignor, will execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, will duly assign, transfer and deliver to the Grantors, against receipt such Assignor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Collateral Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which both (i) the Non-2003 Senior Secured Notes Obligations Termination Date shall have then (or theretofore) occurred and (ii) all 2003 Senior Secured Notes Obligations and 2003 Senior Secured Note Refinancing Obligations (other than those arising from indemnities for which no claim has been made) then owing have been paid in full (or been defeased in accordance with the terms hereof, and, with respect to of the 2003 Senior Secured Notes Indenture or any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property2003 Senior Secured Note Refinancing Document, as the case may be. The Administrative Agent ). (b) In the event that any part of the Collateral is hereby expressly authorized tosold or otherwise disposed of (to a Person other than Holdings or a Subsidiary thereof) (x) at any time prior to the Credit Document Obligations Termination Date, in connection with a sale or other disposition permitted by the Credit Agreement or is otherwise released at the direction of the Required Secured Creditors or (y) at any time thereafter, in connection with a sale or other disposition permitted by the other Secured Debt Agreements or is otherwise released at the direction of the Required Secured Creditors, and agrees upon request the proceeds of any such sale or disposition or other release are applied in accordance with the terms of the Borrower that it willCredit Agreement or such other Secured Debt Agreement, release oras the case may be, to the extent required to be so applied, such Collateral will sold, disposed of or released free and clear of the Liens created by this Agreement and the Collateral Agent, at the request and expense of such Assignor, will (i) duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold, disposed of or released and as may be in the case possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement and/or (ii) execute such releases and discharges in respect of such Collateral as is then being (or has been) so sold, disposed of or released as such Assignor may reasonably request. (c) At any time that the respective Assignor desires that Collateral be released as provided in the foregoing Section 9.10(e10.8(a) or (b), it shall deliver to the Collateral Agent a certificate signed by an Authorized Officer stating that the release of the respective Collateral is permitted pursuant to Section 10.8(a) or (b). If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the relevant Assignor shall furnish appropriate legal opinions (from counsel, which may be in-house counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in the immediately preceding sentence. (d) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in the absence of gross negligence or willful misconduct believes to be in accordance with) this Section 10.8. (e) Without limiting the foregoing provisions of this Section 10.8, to the extent applicable following the qualification of the 2003 Senior Secured Notes Indenture and/or any indenture governing 2003 Senior Secured Note Refinancing Indebtedness under the Trust Indenture Act, (i) the Assignors shall comply with Section 314(d) of the Credit Agreement, subordinate Trust Indenture Act in connection with the release of property or Liens hereunder and (ii) the parties hereto agree that if any Collateral amendments to this Agreement or Mortgaged Property and Collateral any other Security Documents are required in accordance order to comply with Sections 6.15, 6.17(e) and 9.10 the provisions of the Credit AgreementTrust Indenture Act, such parties shall cooperate and act in good faith to effect such amendments as promptly as practicable.

Termination; Release. When After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). • In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in accordance with the Credit Agreement) or any other transaction expressly permitted by the Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the all Commitments of the Lenders to make any Loan or to issue any Letter and Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated terminated, in connection with a sale or other disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (other than Letters or all the Lenders if required by Section 13.12 of the Credit as to which other arrangements satisfactory Agreement) or (y) at any time thereafter, to the Administrative Agent extent permitted by the other Secured Debt Agreements, and in the applicable L/C Issuers shall have been madecase of clauses (x) and (y), this Agreement shall terminate. Upon termination the proceeds of this Agreement, the Collateral and the Mortgaged Property shall be released such sale or disposition (or from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof release) are applied in accordance with the provisions terms of the Credit Agreement or such other Secured Debt Agreement, as the Administrative Agent shallcase may be, upon to the extent required to be so applied, the Pledgee, at the request and at the sole cost and expense of such Pledgor, will duly release from the Grantorssecurity interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or the Mortgaged Property has been) so sold or any part thereof to be released (in the case of a release) and as may be in the possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments Pledgee (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. • At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 19(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the Credit Agreement, subordinate respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. • The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Collateral Agent in good faith believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 19.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3(b)(i)(B) or by the respective partnership or limited liability company pursuant to Section 3(b)(i)(D)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Credit Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit full, no Note under the Credit Agreement shall is outstanding and all Revolving Loans and LC Disbursements thereunder have expired or been sooner terminated repaid in full and all Letters of Credit have been expired or otherwise terminated (other than excluding any contingent indemnity obligations not then asserted and Letters of Credit as to which other arrangements have been Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeAgent), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "Termination Date" shall mean the date upon which the Commitments under the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due have been terminated and payable all Interest Rate Protection Agreements and (B) obligations and liabilities under Secured Cash Management AgreementsOther Hedging Agreements entitled to the benefits of this Agreement have been terminated, Secured Foreign Line no Letter of Credit Agreements, Secured Franchisee Loan Facility Guaranties or Note (as defined in the Credit Agreement) is outstanding (and Secured Hedge Agreements) all Loans have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and full), all Letters of Credit have been terminated terminated, and all other Obligations (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent indemnities described in Section 11 hereof and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof described in accordance with the provisions Section 12.06 of the Credit Agreement, the Administrative Agent shalland any other indemnities set forth in any other Security Documents, upon the request in each case which are not then due and at the sole cost payable) then due and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not payable have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, paid in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement shall terminate and the security interests granted hereby shall be released automatically (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "Termination Date" shall mean the date upon which the Commitments under the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreementshave been terminated, Secured Foreign Line no Letter of Credit Agreements, Secured Franchisee Loan Facility Guaranties or Note (as defined in the Credit Agreement) is outstanding (and Secured Hedge Agreements) all Loans have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and full), all Letters of Credit have been terminated terminated, and all other Credit Document Obligations (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent indemnities described in Section 11 hereof and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof described in accordance with the provisions Section 13.01 of the Credit Agreement, the Administrative Agent shalland any other indemnities set forth in any other Security Documents, upon the request in each case which are not then due and at the sole cost payable) then due and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not payable have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, paid in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When (a) On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and the Credit Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement Obligations (other than including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (Awithout recourse and without any representation or warranty) contingent indemnification obligations such of the Collateral as has not yet due theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and payable and (B) obligations and liabilities under Secured Cash Management Agreementstogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) “Termination Date” shall mean the date upon which the Total Commitment have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit terminated, no Note under the Credit Agreement shall is outstanding (and all Loans have expired or been sooner terminated and repaid in full), all Letters of Credit have been terminated (other than Letters of Credit as to Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letter of Credit, which other arrangements have been supported in a manner satisfactory to the Administrative Agent issuer of the Letter of Credit in its sole and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral absolute discretion) and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof all Obligations then outstanding (other than contingent indemnification obligations described in accordance with the provisions Section 11 hereof and Section 12.4 of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, Agreement with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releaseswhich no claim has been asserted) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, have been irrevocably paid in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents full in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementcash.

Termination; Release. When all the Credit Agreement Obligations (other than (Aa) contingent indemnification obligations not yet due Except as otherwise provided in Sections 3, 11, 12(b) and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)15, this Agreement shall terminateterminate upon compliance by Pledgor with all of the conditions precedent set forth in Article 8 of the Indenture for satisfaction and discharge of the Indenture. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release Agreement or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementIndenture, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgor, forthwith assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsCollateral Agent, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, andon the order of and at the sole cost and expense of Pledgor, with respect to any other Collateral or Mortgaged Property, and proper documents and instruments (including UCC-3 Uniform Commercial Code termination financing statements or releaseson Form UCC-3) acknowledging the termination hereof of this Agreement or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of . (b) In the Borrower event that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents Asset Sale made by a Pledgor in accordance with Sections 6.15, 6.17(e) and 9.10 Section 4.16 of the Credit AgreementIndenture involves the sale of an asset which constitutes Pledged Collateral, Pledgor shall deliver all Net Cash Proceeds received in respect of such item of Pledged Collateral to Collateral Agent to be held by Collateral Agent as Trust Moneys pursuant to the Indenture until such time as such Net Cash Proceeds are applied to an Asset Sale Offer or invested in a Related Business Investment in accordance with Article 11 of the Indenture.`

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other Collateral than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or Mortgaged Propertya Limited Liability Company Interest, proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, as "Termination Date" shall mean the case may be. The Administrative Agent date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is hereby expressly authorized to, outstanding and agrees upon request of the Borrower that it will, release or, all other Obligations (other than indemnities described in the case of Section 9.10(e) 11 hereof and described in Section 10.3 of the Credit Agreement, subordinate and any other indemnities set forth in any other Collateral or Mortgaged Property Documents, in each case which are not then due and Collateral Documents payable) then due and payable have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull in cash.

Termination; Release. When (a) This Agreement shall terminate on the first date upon which (i) no Protective Advances are outstanding (and if any Protective Advances have theretofore been made, all amounts owing in respect of Protective Advance Obligations shall have been indefeasibly been paid in full), (ii) all theretofore outstanding Minimum Payment Guaranties have expired in accordance with their terms and when all Minimum Payment Obligations which are then due and payable have been indefeasibly paid in full, (iii) all commitments under, and letters of credit issued pursuant to, the Credit Agreement have terminated, when no Note issued thereunder remains outstanding and all Credit Agreement Obligations have been indefeasibly paid in full, (other than iv) no Senior Subordinated Notes remain outstanding and all Senior Subordinated Note Obligations have been indefeasibly paid in full, (Av) contingent indemnification obligations not yet due no Senior Subordinated Contingent Notes remain outstanding and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) all Senior Subordinated Contingent Note Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall (vi) all Interest Rate Protection Agreements have expired or been sooner terminated and all Letters of Credit Other Obligations have been terminated indefeasibly paid in full. (other than Letters b) In the event that any Mortgage (excluding the Mortgage described in clause (i) of Credit as to the definition thereof contained herein) contains express release provisions which other arrangements satisfactory to permit the Administrative Agent and the applicable L/C Issuers shall release of such Mortgage under conditions which have been made)(or will concurrently with the respective release be) satisfied, this Agreement shall terminate. Upon termination and so long as the respective release does not give rise to a violation of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien any of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementDocuments then in effect, and so long as the respective Credit Party certifies to the Collateral Agent that such release is permitted pursuant to the release provisions of the respective Mortgage and does not give rise to a violation of the terms of the Credit Documents, the Administrative Agent shallCollateral Agent, upon at the request and at the sole cost and expense of the Grantorsrespective Credit Party, shall release the respective Mortgage in accordance with the express release provisions contained therein. (c) In addition to releases pursuant to preceding clause (b), in the event that any part of the Collateral (excluding property subject to any of the Mortgages described in clauses (i) through (iv) of the definition thereof contained herein, which can be released only pursuant to the provisions thereof) is sold or otherwise disposed of in connection with a sale or other disposition permitted by the relevant provisions of the Minimum Payment Guaranty Documents, the Credit Agreement, the Senior Subordinated Note Indenture and the Senior Subordinated Contingent Note Indenture or is otherwise released at the direction of the Required Minimum Payment Secured Creditors, the Required Banks and, unless the release is permitted pursuant to the terms of the New Bond Documents, the New Bond Trustees (and all the Banks and all New Bondholders in the case of a release of all or substantially all of the Collateral under all the Shared Security Documents) and so long as the respective Credit Party under the respective Shared Security Document certifies to the Collateral Agent that such sale or other disposition or clause is permitted by the Minimum Payment Guaranty Documents, the Credit Agreement, the Senior Subordinated Note Indenture and the Senior Subordinated Contingent Note Indenture and the proceeds of such sale or other disposition or from such release shall be applied in the manner, if any, required by the Minimum Payment Guaranty Documents, the Credit Agreement, the Senior Subordinated Note Indenture and the Senior Subordinated Contingent Note Indenture, the Collateral Agent, at the request and expense of the respective Credit Party will duly assign, transfer and deliver to the Grantors, against receipt respective Credit Party (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral as is then being (or the Mortgaged Property has been) so sold or any part thereof to be otherwise disposed of or released (in the case of a release) and as may be in the possession of the Administrative Collateral Agent and as shall has not have theretofore been sold or otherwise applied released pursuant to this Agreement or the terms hereofShared Security Documents. (d) At any time that any Credit Party (other than JCC Holding or the Borrower) is released from all of its obligations pursuant to all Secured Debt Documents (as defined in the various Shared Security Documents) then in effect, and, and so long as the occurrence of such release has been certified to the Collateral Agent by the Minimum Payment Guarantors (with respect to any other Collateral or Mortgaged Propertythe Minimum Payment Guaranty Documents), proper documents the Administrative Agent (with respect to the Credit Documents), the New Bond Trustees (with respect to the New Bond Obligations) and instruments the Borrower (with respect to all Obligations), and so long as the Borrower certifies that the respective Credit Party has been released from all of its Obligations (including UCC-3 termination financing statements any guaranties thereof), the respective Credit Party shall be released by the Collateral Agent as a party to any Shared Security Documents to which it is a party at such time, in accordance with the provisions thereof. (e) At any time that the respective Credit Party desires that Collateral (or releasesany Credit Party) acknowledging be released as provided in the termination hereof foregoing Section 17(a), (b), (c) or (d), it shall deliver to the Collateral Agent a certificate signed by a principal executive officer of such Credit Party stating that the release of the respective Collateral (or Credit Party) is permitted pursuant to Section 17(a), (b), (c) or (d). If requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make any such request), the respective Credit Party shall furnish appropriate legal opinions (from counsel acceptable to the Collateral or Mortgaged Property, Agent) to the effect set forth in the immediately preceding sentence. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request result of the Borrower that any release of Collateral by it will, release or, in the case of as permitted by this Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement17.

Termination; Release. When all (a) After the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement and the security interest created hereby shall terminate. Upon automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, will duly assign, transfer and deliver to the Grantors, against receipt Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security or a Limited Liability Company Interest (other Collateral than an Uncertificated Security or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, as “Termination Date” shall mean the case may be. The Administrative Agent is hereby expressly authorized to, and agrees date upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of which all Commitments under the Credit AgreementAgreement have been terminated, subordinate any Collateral or Mortgaged Property no Note under the Credit Agreement is outstanding and Collateral Documents all Loans thereunder have been repaid in full in accordance with Sections 6.15the terms thereof, 6.17(e) and 9.10 all Letters of Credit issued under the Credit AgreementAgreement have been terminated, and all other Obligations then due and payable have been paid in full in cash in accordance with the terms thereof.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge AgreementsObligations as to which no claim has been asserted) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Term Loan Credit Agreement shall have expired or been sooner terminated and all Letters in accordance with the provisions of the Term Loan Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, or as otherwise provided in the Term Loan Credit Agreement, the Collateral and the Mortgaged Property shall be automatically released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Term Loan Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments that any Pledgor shall reasonably request (including PPSA and UCC-3 termination financing statements, financing change statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative Agent is hereby expressly authorized to, . (b) A Pledgor shall automatically be released from its obligations hereunder and agrees the security interest in the Collateral of such Pledgor shall be automatically released upon request the consummation of any transaction permitted by the Term Loan Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary of the Borrower that it will, release or, in accordance and in compliance with the case of Section 9.10(e) terms of the Term Loan Credit Agreement. (c) Upon any sale or transfer by any Pledgor of any Collateral that is permitted under the Term Loan Credit Agreement (other than a sale or transfer to another Loan Party in accordance and in compliance with the terms of the Term Loan Credit Agreement), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the Term Loan Credit Agreement, subordinate any the security interest in such Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementshall be automatically released.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive such termination) and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other Collateral than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or Mortgaged Propertya Limited Liability Company Interest, proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Collateral Uncertificated Security pursuant to Section 3.2(a)(ii) or Mortgaged Propertyby the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, as "Termination Date" shall mean the case may be. The Administrative Agent date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is hereby expressly authorized to, outstanding and agrees upon request of the Borrower that it will, release or, all other Obligations (other than indemnities described in the case of Section 9.10(e) 11 hereof and described in Section 10.3 of the Credit Agreement, subordinate and any other indemnities set forth in any other Collateral or Mortgaged Property Documents, in each case which are not then due and Collateral Documents payable) then due and payable have been paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull in cash.

Termination; Release. When all (a) On the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement shall terminate. Upon termination of this Agreement, the Collateral terminate and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit AgreementPledgee, the Administrative Agent shall, upon at the request and at the sole cost and expense of the GrantorsPledgor, will execute if necessary and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to the Grantors, against receipt Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or Mortgaged Propertyotherwise disposed of (to a Person other than any of the Pledgor's Affiliates) in connection with a sale or other disposition permitted by the respective Secured Debt Agreements, proper documents the Pledgee will duly release from the security interest created hereby (and, at the request, cost and instruments expense of the Pledgor, will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to the Pledgor (including UCC-3 termination financing statements without recourse and without any representation or releaseswarranty) acknowledging such of the termination hereof Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Pledgee and has not theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that Collateral be released as provided in the foregoing Section 18(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Senior Designated Officer of the Pledgor stating that the release of such the respective Collateral is permitted pursuant to Section 18(a) or Mortgaged Property, (b) hereof. (d) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request result of the Borrower that any release of Collateral by it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(or which the Pledgee in the absence of gross negligence and willful misconduct believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 18.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full (other than inchoate indemnification and cost reimbursement obligations not then due) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement and upon the sale by any Pledgor of any Pledged Collateral in accordance with Section 7.5 of the Credit Agreement, the such Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or. (b) Notwithstanding Section 2.1, in connection with the case granting of a Lien permitted by Section 9.10(e7.1(d) of the Credit Agreement, subordinate Agreement in any Collateral Real Property or Mortgaged Property and Collateral Documents in accordance Equipment owned by a Pledgor or with Sections 6.15, 6.17(ethe disposition of Receivables Assets of a Pledgor permitted by Section 7.5(i) and 9.10 of the Credit Agreement pursuant to a Permitted Receivables Financing, the Collateral Agent shall, at such Pledgor’s request if required by the lender or lessor providing Debt to be secured by such Lien or such Receivables Assets, as applicable, at such Pledgor’s expense, execute and deliver such documents as such Pledgor shall reasonably request to evidence the release of such item or items of Pledged Collateral from the Lien of this Agreement; provided, however, that such Pledgor shall have delivered to the Collateral Agent, at least three Business Days prior to the date of the proposed realease, a written request decribing the items of Collateral, together with a form of release for execution by the Collateral Agent, and a certificate of the chief financial officer of such Pledgor to the effect that the transaction is in compliance with the Credit Agreement and as to such other matters as the Collateral Agent may reasonably request.

Termination; Release. When (a) This Agreement shall terminate and the Pledged Collateral shall be automatically released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all the Credit Agreement Obligations (Fees and all other than (A) contingent indemnification obligations not yet due and expenses or amounts payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee any ABL Loan Facility Guaranties and Secured Hedge Agreements) Document shall have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated canceled or have expired or have been Cash Collateralized and all amounts drawn thereunder have been reimbursed in full (other than Letters of Credit as to contingent indemnification obligations for which other arrangements satisfactory no claim or demand has been made and that, pursuant to the Administrative Agent and provisions of the applicable L/C Issuers shall have been madeCredit Agreement or the Security Documents, survive the termination thereof), this Agreement shall terminate. Upon termination of this Agreementhereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral and shall revert to the Mortgaged Property shall applicable Pledgor or to such other person as may be released from the Lien of this Agreemententitled thereto pursuant to any Order or other applicable Legal Requirement. Upon such release termination hereof or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, subject to the Administrative terms of the Intercreditor Agreement, the Collateral Agent shallshall promptly, upon the written request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgors, against receipt and without recourse to or warranty of any kind (either express or implied) by the Administrative Collateral Agent (except as to the fact that the Administrative Collateral Agent has not encumbered assigned or otherwise transferred its security interest in the released assetsPledged Collateral), such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession or control of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Pledged Collateral, with such endorsements or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request . (b) If any of the Borrower that it willCollateral is sold, release or, transferred or otherwise disposed of by any Pledgor (other than to another Pledgor) in the case of Section 9.10(e) of a transaction permitted by the Credit Agreement, subordinate any then the lien created pursuant to this Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole expense of such Pledgor, shall promptly execute and deliver to such Pledgor all releases or Mortgaged Property other documents reasonably necessary or desirable and in form reasonably satisfactory to the Collateral Documents in accordance with Sections 6.15Agent and take such further actions for the release of such Collateral (not including Proceeds thereof) from the security interests created hereby; provided that the applicable Pledgor shall have delivered to the Collateral Agent, 6.17(eat least five Business Days (or such shorter period of time acceptable to the Collateral Agent) and 9.10 prior to the date of the proposed release, a certificate of a Responsible Officer of such Pledgor with request for release identifying the relevant Collateral and certifying that such transaction is in compliance with the Credit AgreementAgreement and the other ABL Loan Documents.

Termination; Release. When (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate in accordance with Article 10 of the Credit Agreement. (b) A Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line as a result of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments which such Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the Lenders to make Borrower. (c) Upon any Loan sale or to issue other transfer by any Letter Grantor of Credit any Collateral that is permitted under the Credit Agreement shall have expired Agreement, or been sooner terminated and all Letters upon the effectiveness of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory any written consent to the Administrative Agent and release of the applicable L/C Issuers shall have been made), this Security Interest granted hereby in any Collateral pursuant to the Credit Agreement shall terminate. Upon termination of or 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 Grantor at such Grantor’s expense, all UCC termination statements, releases and similar documents that such Grantor shall reasonably request to evidence such termination or release; provided, however, that no such documents shall be required unless such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date such documents are required by such Grantor, or such lesser period of time as agreed by the Collateral Agent, written request for release describing the item of Collateral and the Mortgaged Property consideration to be received in the sale, transfer, or other disposition and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate by such Grantor to the effect that the transaction is in compliance with the Loan Documents. Any execution and delivery of termination statements, releases, or other documents pursuant to this Section 9.14 shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such Collateral Agent. [Remainder of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreement.page intentionally left blank]

Termination; Release. When (a) This Collateral Assignment shall terminate when all the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been indefeasibly paid in full and the Commitments Lenders and the Swingline Lender have no further commitment to lend under the Credit Agreement, no Letters of Credit are outstanding and the Lenders to make any Loan or Fronting Bank has no further obligation to issue any Letter Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, at which time the Collateral and Agent shall take such actions as the Mortgaged Property Grantors shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the reasonably request and at the sole cost and expense of the Grantors, assign, transfer Grantors to reassign and deliver to the Grantors, against receipt without recourse or warranty, the Assigned Contracts and related documents, if any, in which the Collateral Agent shall have any interest under this Collateral Assignment and which shall then be held by the Collateral Agent or be in its possession and the security interest of the Collateral Agent in the Assigned Contracts shall terminate. (b) Upon any assignment or conveyance by any Grantor of any Assigned Contract or any of such Grantor's rights, title or interest therein that is permitted under the Credit Agreement, the Guarantee Agreement and the Tranche A Exchange Note Purchase Agreements (including releases in connection with any disposition of assets pursuant to Sections 7.03 and 7.05 of the Credit Agreement, Sections 9 and 10 of the Guarantee Agreement and Sections 7.3 and 7.5 of the Tranche A Exchange Note Purchase Agreements), or, subject to the terms of the Intercreditor Agreement, upon the effectiveness of any written consent to the release of the Collateral Agent's security interest in any Assigned Contract pursuant to Section 10.08 of the Credit Agreement and Section 13 of the Tranche A Exchange Note Purchase Agreements, the Collateral Agent's security interest in such Assigned Contract shall be automatically released. (c) In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall execute and deliver to such Grantor, at such Grantor's expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of termination statements or documents pursuant to this Section 20 shall be without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementAgent.

Termination; Release. When (a) Upon the Security Agreement Termination Date, this Agreement shall automatically terminate (provided that all the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid indemnities set forth in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated survive) and all Letters the Administrative Agent, at the request and expense of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory the Grantor, will promptly execute and deliver to the Administrative Agent Grantor a proper instrument or instruments acknowledging the satisfaction and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, and, subject to the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions terms of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, will duly assign, transfer and deliver to the Grantors, against receipt Grantor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the its Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) For the terms hereofavoidance of doubt, andsubject to the applicable provisions under the Credit Agreement, (i) if any Pledged Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the scheduled air carrier service utilizing Pledged Slots relating to the airport at which such Pledged Gate Leasehold is located, such Pledged Gate Leasehold shall be automatically released from the Lien of this Agreement and (ii) if any right, title, privilege, interest and authority, now held or hereafter acquired by the Grantor in connection with respect the right to use or occupy space in an airport terminal becomes a Pledged Gate Leasehold, such right, title, privilege, interest and authority shall be automatically subject to the Lien of this Agreement. (c) Upon (i) any Disposition of any Collateral that is permitted under Section 6.04 of the Credit Agreement (other than a Disposition of Collateral referred to in clause (d), (e)(iv) or Mortgaged Property(f) of the definition of “Permitted Disposition” in the Credit Agreement), proper documents and instruments (including UCC-3 termination financing statements or releasesii) acknowledging the termination hereof or the release of any Collateral from the security interest granted hereby pursuant to Section 6.09(c) of the Credit Agreement or (iii) the effectiveness of any written consent by the Administrative Agent or the requisite Lenders as provided under the Credit Agreement to the release of any Collateral from the security interest granted hereby, such Collateral or Mortgaged Property(and, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, subject in the case of clause (i) above to compliance with Section 9.10(e6.09(a) of the Credit Agreement, subordinate the Proceeds thereof) shall be automatically released from the security interest granted under this Agreement. (d) In connection with any release of any Collateral or Mortgaged Property pursuant to this Section 14, the Administrative Agent will execute and deliver to the Grantor, at the Grantor’s sole expense, all appropriate UCC termination statements and other documents that the Grantor shall reasonably request to evidence such release. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementby it as permitted by this Section 14.

Termination; Release. When all After the Credit Agreement Obligations Termination Date (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madedefined below), this Agreement shall terminate. Upon terminate and the Agent, at the request and expense of the Pledgors, will promptly execute and deliver to each Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to each Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and which has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the Mortgaged Property date of expiration of all applicable preference periods following the date upon which all of the Secured Obligations have been paid. So long as (A) no Default or Event of Default has occurred and is continuing and (B) no Borrowing Base imbalance described in Section 3.2.1 of the Credit Agreement exists, upon (i) the sale or other disposition of any part of the Collateral that is not prohibited by the Credit Agreement or any other Loan Document, (ii) any Proceeds in connection with the acquisition of any property or to pay any fees, costs and expenses of any Person, (iii) the release of any part of the Collateral at the direction of the Agent or (iv) the pledge by any Pledgor of the Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization, such Collateral shall automatically be released from the Lien of this AgreementAgreement and the Lien of this Agreement shall be terminated with respect to such Collateral. Upon such release or and after any release of Collateral or the Mortgaged Property or any part thereof and all releases contemplated in accordance with the provisions of the Credit Agreementtwo immediately preceding paragraphs, the Administrative Agent shall, upon at the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer the Agent will execute and deliver to the Grantorssuch documentation, against receipt including termination or partial release statements, a release letter and any similar documentation (without recourse and without recourse any representation or warranty) to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, evidence such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a releaserelease(s) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereofin connection therewith; provided that, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower Agent, each Pledgor shall deliver to the Agent a certificate signed by an authorized officer of such Pledgor stating that it will, each release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate respective Collateral is permitted pursuant to this Section 25.8. The Agent shall have no liability whatsoever to any Lender as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Agent in the absence of gross negligence and willful misconduct believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 25.8.

Termination; Release. When (a) After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof and in Section 6 of Annex N hereto shall survive such termination) and the Credit Agreement Obligations Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (other than including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (Awithout recourse and without any representation or warranty) contingent indemnification obligations such of the Collateral as may be in the possession of the Collateral Agent and as has not yet due theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and payable all Interest Rate Protection Agreements and Other Hedging Agreements entered into with Other Creditors have been terminated, no Note is outstanding (B) obligations and liabilities under Secured Cash Management Agreementsall Loans have been repaid in full in cash in accordance with the terms thereof), Secured Foreign Line all Letters of Credit Agreementshave been terminated, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) all outstanding Additional First Lien Debt Obligations have been paid in full in cash in accordance with the terms thereof, all Second Lien Obligations have been paid in full in cash in accordance with the terms thereof and all other Obligations then due and payable have been paid in full in cash in accordance with the terms thereof; provided, however, at such time as (x) all First Lien Obligations have been paid in full in cash in accordance with the terms thereof and all Commitments of the Lenders to make any Loan or to issue any Letter and Letters of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit commitments under the Additional First Lien Debt Documents have been terminated or (other than Letters y) the First Lien Creditors have released their Liens on all of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Collateral then, in either case, this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property security interests created hereby shall be released from the Lien terminate (provided that all indemnities set forth herein (including, without limitation, in Section 8.1 hereof) and in Section 6 of this Agreement. Upon Annex L hereto shall survive such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a releasetermination) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release orunless, in the case of Section 9.10(e) preceding clause (x), any Event of Default under the Senior Secured Note Indenture exists as of the Credit Agreementdate on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), subordinate any in which case the security interests created under this Agreement in favor of the Second Lien Creditors will not be released except to the extent the Collateral or Mortgaged Property and Collateral Documents any portion thereof was disposed of in accordance with Sections 6.15, 6.17(e) and 9.10 order to repay the First Lien Obligations (although the security interests created in favor of the Credit AgreementSecond Lien Creditors will be released when such Event of Default and all other Events of Default under the Senior Secured Note Indenture cease to exist).

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to. (b) Notwithstanding the foregoing, if (i) the Obligations have been paid in full and agrees upon request the Commitments of the Borrower that it will, release or, Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the case of Section 9.10(e) provisions of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(ii) and 9.10 Secured Obligations of the Credit Agreementtype described in clause (b) of the definition of Secured Obligations ("Remaining Secured Obligations") remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party ("Refinancing Indebtedness") which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and terminated, all Letters of Credit have been terminated (other or cash collateralized in an amount equal to not less than 110% of the outstanding amount of Reimbursement Obligations under such Letters of Credit as plus interest, fees and costs related to which such Letters of Credit or such other arrangements arrangement satisfactory to the Administrative Agent Issuing Bank, and all reimbursement and indemnification liabilities of the applicable L/C Issuers shall Collateral Agents under Control Agreements have been made)cash collateralized in an amount reasonably satisfactory to the Collateral Agents, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent Collateral Agents shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Agent Collateral Agents except as to the fact that the Administrative Agent has Collateral Agents have not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent Collateral Agents and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, any proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request which the Pledgors may reasonably request. (b) Notwithstanding the foregoing, if (i) the Obligations, other than the Secured Obligations of the Borrower that it will, release or, type described in the case of Section 9.10(eclause (b) of the Credit Agreementdefinition of Secured Obligations (the "Remaining Secured Obligations"), subordinate any Collateral or Mortgaged Property have been paid in full and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated, all Letters of Credit have been terminated or cash collateralized in an amount equal to not less than 110% of the outstanding amount of Reimbursement Obligations under such Letters of Credit plus interest, fees and costs related to such Letters of Credit or such other arrangement satisfactory to the Issuing Bank, and all reimbursement and indemnification liabilities of the Collateral Agents under Control Agreements have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents, (ii) the Remaining Secured Obligations have been cash collateralized in an amount reasonably satisfactory to the Collateral Agents and sufficient to satisfy the terms and conditions governing the Remaining Secured Obligations and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party ("Refinancing Indebtedness") which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect. (c) The Collateral Agents will release the liens on any part of the Pledged Collateral to the extent required by Section 5.1 of the Intercreditor Agreement.

Termination; Release. When all (a) After the Credit Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Termination Date, this Agreement and the security interest created hereby shall terminate. Upon automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 12 hereof shall survive any such termin­ation), and the Pledgee, at the request and expense of any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, will duly assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall has not have theretofore been sold or otherwise applied or released pursuant to the terms hereof, and, with respect to this Agreement or any other Collateral Loan Document, together with any monies at the time held by the Pledgee or Mortgaged Propertyany of its sub-agents hereunder. As used in this Agreement, proper documents “Termination Date” shall mean the date upon which (i) the Commitments under the Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and instruments (including UCC-3 termination financing statements or releasesv) acknowledging the termination all Obligations then due and payable (other than indemnities described in Section 12 hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, described in the case of Section 9.10(e) 11.03 of the Credit Agreement, subordinate and any Collateral or Mortgaged Property other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and Collateral Documents payable) have been indefeasibly paid in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementfull.

Termination; Release. When all (a) At such time as the Credit Agreement Obligations (other than (Aany Obligations owing to a Non-Lender Secured Party) contingent indemnification obligations not yet then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) owing shall have been paid in full and full, the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all no Letters of Credit have been terminated shall be outstanding (other than except for Letters of Credit as to which other arrangements that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this SGR Security Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor shall automatically terminate, 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 L/C Issuers Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall have been madepromptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence such termination. (b) Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this SGR Security Agreement on such sold or disposed of Collateral shall terminatebe automatically released. Upon termination In connection with any other Disposition of this Collateral not covered by the preceding sentence (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of such Collateral) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from such Grantor of a written request for the release of the Collateral subject to such sale or other disposition (or in the case of a sale of Capital Stock of such Grantor, the release of such Grantor’s Collateral), at such Grantor’s sole cost and expense, promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. (c) For the avoidance of doubt, (i) if any Slot ceases to be included in the Collateral because it ceases to be actually utilized in connection with the Scheduled Services or any Foreign Gate Leasehold ceases to be included in the Collateral because it ceases to be used for servicing the Scheduled Services relating to the airport at which such Foreign Gate Leasehold is located, such Slot or Foreign Gate Leasehold shall be automatically released from the Lien of this SGR Security Agreement and (ii) subject to clause (1) of the first proviso to Section 1 hereof, if any FAA Slot or Foreign Slot now held or hereafter acquired by any Grantor becomes an FAA Route Slot or Foreign Route Slot, respectively, or any right, title, privilege, interest and authority now held or hereafter acquired by such Grantor in connection with the right to use or occupy space in an airport terminal becomes a Foreign Gate Leasehold, such FAA Slot, Foreign Slot or right, title, privilege, interest and authority shall be automatically subject to the Lien of this SGR Security Agreement. (d) The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal. (e) Upon the release of any Grantor from its guarantee of the Obligations pursuant to Section 9.05 of the Credit Agreement, such Grantor shall cease to be a Grantor hereunder and the Mortgaged Property items of Collateral owned by such Grantor shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this Agreement. Upon such release SGR Security Agreement pursuant to a SGR Security Agreement Supplement or any otherwise, to evidence the release of such Grantor and such Grantor’s Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s Collateral to such Grantor. For the avoidance of doubt, upon any merger or the Mortgaged Property or any part thereof in accordance with the provisions consolidation pursuant to Section 6.10(d) of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has Collateral shall not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to this Section 16(e) so long as following such merger or consolidation, the terms hereof, and, with respect surviving entity is another Grantor party to any other Collateral or Mortgaged Property, proper documents and instruments this SGR Security Agreement. (including UCC-3 termination financing statements or releasesf) acknowledging Upon the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request direction of the Borrower that it will, release or, pursuant to and in the case of accordance with Section 9.10(e6.09(c) of the Credit Agreement, subordinate such items of Collateral as may be specified by the Borrower shall be released from the Lien and security interest granted hereby, and in connection therewith, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as it shall reasonably request (without recourse and without any representation or warranty), including, without limitation, any UCC termination statements and any amendment or modification of this SGR Security Agreement pursuant to a SGR Security Agreement Supplement or otherwise, to evidence the release of such items of Collateral from the Lien and security interest granted hereby and reassignment of all right, title and interest of the Collateral Agent in all of such Grantor’s specified Collateral to such Grantor. (g) If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 16, including UCC termination statements or Mortgaged Property other release-related documentation, the Borrower or other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 16 and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 the relevant provisions of the Credit AgreementAgreement (provided that an Officer’s Certificate delivered to the Administrative Agent pursuant to Section 6.09(c) of the Credit Agreement shall be deemed to satisfy the requirements of this clause (g)). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted by this Section 16.

Termination; Release. When (a) This Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and all the Credit Agreement other security interests granted hereby shall terminate with respect to all Secured Obligations (other than (A) contingent indemnification obligations for which claims have not yet due and payable and been asserted) when (Bi) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee the Term Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and (ii) the principal of and interest on each Term Loan and all Letters of Credit have been terminated (fees and other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers Secured Obligations shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the indefeasibly paid in full in cash. (b) The Collateral and the Mortgaged Property shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof release, in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and reasonable expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assetsAgent, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyCollateral, proper documents and instruments (including UCC-3 UCC 3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyCollateral, as the case may be. The Administrative . (c) At any time that the respective Grantor desires that the Agent is hereby expressly authorized totake any action described in clause (b) of this SECTION 9.5, and agrees such Grantor shall, upon request of the Borrower Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it will, release or, as permitted (or which the Agent in good faith believes to be permitted) by this SECTION 9.5. (d) If any Grantor ceases to be a Guarantor in accordance with the case provisions of Section 9.10(e) 7.04 of the Credit Agreement, subordinate the Agent will, at the Grantors reasonable expense and upon receipt of any Collateral or Mortgaged Property certifications reasonably requested by the Agent in connection therewith, execute and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of the Credit Agreementapplicable Grantor from the security interests granted and obligations assumed hereunder.

Termination; Release. When all This Guarantee and Security Agreement and the Credit Agreement Security Interest shall terminate and be of no further force and effect when the Obligations shall have been finally and indefeasibly paid in full. Upon (i) any sale, transfer or other disposition permitted by the Secured Transaction Documents (other than any sale, transfer or other disposition of any Collateral that would, immediately after giving effect thereto, continue to be Collateral but for the release of the Security Interest therein pursuant to this clause) or (Aii) contingent indemnification the effectiveness of any written consent to the release of the Security Interest in any Collateral, the Security Interest in such Collateral shall be automatically released. In addition, if any of the Pledged Equity Interests in any Subsidiary are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Secured Transaction Documents and, immediately after giving effect thereto, such Subsidiary or subsidiary, as applicable, would no longer be a Subsidiary or a subsidiary, as applicable, then the obligations not yet due of such Subsidiary or subsidiary, as applicable, under this Guarantee and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full Security Agreement and the Commitments Security Interest in the Collateral owned or held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In addition, if the Company enters into a Qualified Receivables Facility, that portion of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory Receivables subject to the Administrative Agent Qualified Receivables Facility shall be automatically released from Collateral and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination no longer subject to Section 3.3(b) of this Guarantee and Security Agreement; provided, however, should such a Qualified Receivables Facility terminate, the Receivables subject thereto shall be Collateral and shall thereafter be subject to Section 3.3(b) of this Guarantee and Security Agreement. In connection with any termination or release pursuant to this Section, the Collateral and the Mortgaged Property Agent shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer execute and deliver to the Grantorsapplicable Grantor, against receipt and hereby authorizes the filing of, at such Grantor's cost and expense, all Uniform Commercial Code termination statements and similar documents that such Grantor may reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Article shall be without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementSecured Party.

Termination; Release. When all (a) Upon the Credit Agreement occurrence of the Discharge of Priority Lien Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments discharge of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Secured Debt Obligations, this Agreement shall terminate. Upon terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will (without recourse and without any representation or warranty) execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, the Collateral without limitation, UCC termination statements and the Mortgaged Property shall be released instruments of satisfaction, discharge and/or reconveyance), and will duly release from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request security interest created hereby and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt such Pledgor (without recourse and without recourse to any representation or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, warranty) such of the Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent Pledgee and as shall has not have theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the terms hereof, time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other Collateral than an Uncertificated Security, Partnership Interest or Mortgaged PropertyLimited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), proper documents a termination of the agreement relating thereto executed and instruments (including UCC-3 termination financing statements or releases) acknowledging delivered by the termination hereof or the release issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that the Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request Trustee’s Liens on any portion of the Borrower that it willCollateral have been released pursuant to Section 4.1(a) of the Collateral Trust Agreement, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 9.10(e4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement. (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 20(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of such Pledgor stating that the release of the Credit Agreementrespective Collateral is permitted pursuant to Section 20(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation to make any such request), subordinate the relevant Pledgor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral or Mortgaged Property and Collateral Documents by it in accordance with Sections 6.15, 6.17(e(or which the Pledgee in good faith believes to be in accordance with) and 9.10 of the Credit Agreementthis Section 20.

Termination; Release. (a) When all the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters or cash collateralized in accordance with the provisions of the Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made)Agreement, this Agreement shall terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Collateral Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to. (b) Notwithstanding the foregoing, if (i) the Obligations have been paid in full and agrees upon request the Commitments of the Borrower that it will, release or, Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the case of Section 9.10(e) provisions of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e(ii) and 9.10 Secured US Obligations of the Credit Agreementtype described in clause (b) and/or clause (c) of the definition of Secured US Obligations (“Remaining Secured Obligations”) remain outstanding and (iii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons on an equal and ratable basis with the Remaining Secured Obligations, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of such Refinancing Indebtedness. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Termination; Release. When all the Credit This Agreement Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full shall terminate and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release Agreement upon the payment in full of all of the Secured Obligations or any release of Collateral with respect to the Indenture Obligations, upon Legal Defeasance or the Mortgaged Property or any part thereof Covenant Defeasance in accordance with the provisions of the Credit Indenture, satisfaction and discharge of the Indenture in accordance with the provisions of the Indenture or otherwise in accordance with the Indenture. Subject to the Intercreditor Agreement, a Pledgor shall automatically be released from its obligations hereunder and the security interests and the Liens resulting from this Agreement in the Collateral and the Liens resulting from this Agreement of such Pledgor shall be automatically released upon the consummation of any transaction or series of transactions permitted by the Indenture as a result of which all of the Equity Interests of such Pledgor have been disposed of to a Person other than another Pledgor or Subsidiary thereof. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Legal Requirement. Upon termination hereof or any disposition or release of Pledged Collateral or the release of a Pledgor, in each case, in accordance with the provisions of the Indenture, subject to the terms of the Intercreditor Agreement, the Administrative Collateral Agent shallshall promptly, upon the written request and at the sole cost and expense of the GrantorsPledgors, (i) assign, transfer and deliver to the GrantorsPledgors, against receipt and without recourse to or warranty by the Administrative Collateral Agent except as to the fact that the Administrative Collateral Agent has not encumbered assigned or otherwise transferred its security interest in the released assetsPledged Collateral, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession or control of the Administrative Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral Pledged Collateral, with such endorsements or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is hereby expressly authorized to, be and agrees upon request (ii) take any other action (at the expense of the Borrower Pledgors) reasonably requested to effectuate or evidence such termination or release. In addition the Collateral Agent will release automatically without the need for any further action by any Person, from the Lien created by the Collateral Documents (i) Collateral that it willis sold, release ortransferred, in disbursed or otherwise disposed of to a Person other than to a Pledgor to the case of Section 9.10(e) extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the Credit Agreement, subordinate Indenture; provided that any products or proceeds received by the Issuer or a Guarantor in respect of any such Collateral or Mortgaged Property shall continue to constitute Collateral to the extent required by the Indenture and the Collateral Documents Documents; (ii) the property and assets of a Pledgor upon the release of such Pledgor from its Note Guarantee in accordance with Sections 6.15, 6.17(e) and 9.10 the terms of the Credit Indenture; (iii) any property or asset of a Pledgor that is or becomes Excluded Property; and (iv) to the extent required by the Intercreditor Agreement; provided, however, that notwithstanding any other provision of the Indenture or the Collateral Documents, Liens securing all or substantially all of the Collateral may be released only pursuant to the terms of the first sentence of this Section 11.4.

Termination; Release. When all of the Credit Agreement Secured Obligations (other than (A) contingent indemnification obligations not yet due and payable and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) have been paid in full (other than the obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable) and the Revolving Commitments of and the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall Swingline Commitments have expired or been sooner terminated and all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized in accordance with the provisions of the Credit Agreement (other than Letters the “Discharge of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been madeObligations”), this Agreement shall automatically, and without any action by any party hereto, terminate. Upon termination of this Agreement, Agreement the Pledged Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.1 of the Credit Agreement, the security interest in such Collateral shall be automatically released. Upon such release or any release of Pledged Collateral or the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the GrantorsPledgors, assign, transfer and deliver to the GrantorsPledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in the possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged PropertyPledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged PropertyPledged Collateral, as the case may be. The Administrative Agent is Notwithstanding anything to contrary set forth in this Agreement, each Secured Approved Counterparty by the acceptance of the benefits under this Agreement hereby expressly authorized to, acknowledges and agrees upon request that (i) the security interests granted under this Agreement of the Borrower that it will, release orObligations of any Pledgor and its Subsidiaries under any Secured Hedge Agreement and any Treasury Services Agreement shall be automatically released upon the Discharge of Obligations, in each case, unless the Obligations under any such Secured Hedge Agreement or any such Treasury Services Agreement are due and payable at such time (it being understood and agreed that this Agreement and the security interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full in cash in immediately available funds) and (ii) any release of Collateral or of a Pledgor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit AgreementSecured Approved Counterparty.

Termination; Release. When (a) Notwithstanding anything to the contrary herein, when all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) the Obligations (other than the Secured Obligations of the type described in clause (Ab) contingent indemnification obligations not yet due and payable and of the definition of Secured Obligations (B) obligations and liabilities under “Remaining Secured Cash Management AgreementsObligations”), Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreementswhich remain outstanding) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof cash collateralized in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense (ii) all or a portion of the Grantors, assign, transfer and deliver to repayment of the Grantors, against receipt and without recourse to or warranty Obligations is financed by the Administrative Agent except proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as to if the fact that Remaining Secured Obligations have been paid in full and the Administrative Agent has not encumbered provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the released assets, such incurrence of the Collateral or Refinancing Indebtedness and the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession securing of the Administrative Agent Refinancing Indebtedness and as the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents terminate but shall remain in full force and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(e) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 of the Credit Agreementeffect.

Termination; Release. (a) When all the Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement, the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. (b) Notwithstanding the foregoing, if (i) Obligations (other than Obligations described in (Aii) contingent indemnification obligations not yet due and payable and below) (B) obligations and liabilities under Secured Cash Management Agreements, Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements“Paid Obligations”) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), this Agreement shall terminate. Upon termination of this Agreement, the Collateral and the Mortgaged Property shall be released from the Lien of this Agreement. Upon such release or any release of Collateral or the Mortgaged Property or any part thereof cash collateralized in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense (ii) Obligations of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Collateral or the Mortgaged Property or any part thereof to be released type described in clause (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower that it will, release or, in the case of Section 9.10(ec) of the Credit Agreement, subordinate any Collateral or Mortgaged Property and Collateral Documents in accordance with Sections 6.15, 6.17(e) and 9.10 definition of the term “Obligations” in the Credit AgreementAgreement (“Remaining Secured Obligations”) remain outstanding, (iii) all or a portion of the repayment of the Paid Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, and (iv) the Remaining Secured Obligations and Refinancing Indebtedness are secured on an equal and ratable basis, then this Agreement shall terminate as if all Obligations have been paid in full, and the provisions of paragraph (a) of this Section 11.5 shall apply. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.