Common use of Termination; Release Clause in Contracts

Termination; Release. (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 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 (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment have has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement is outstanding (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and all Loans have been repaid in fullthe applicable provisions hereof), all Letters (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iv) the date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On After the Termination Date (as defined below), 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 Lien of the Pledgee granted hereunder shall automatically be released, 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 acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 delivered pursuant to this Agreementmay be in the possession of the Pledgee, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderif any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitment Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and all Obligations then outstanding the applicable provisions hereof), (other than contingent indemnities described iii) the date upon which the Collateral Agent releases the Collateral in Section 12.4 of accordance with the Credit Agreement with respect and (iv) the date upon which the Loan Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On the Termination Date With respect to (as defined below), this Agreement i) SECTION 11.4 and the security interest created hereby release of Liens on the Collateral securing the Notes Obligations, the Collateral Agent shall automatically terminate (provided that all indemnities set forth in comply with any direction given to it by the Trustee pursuant to Section 11 hereof shall survive any such termination)11.04 of the Indenture, and (ii) SECTION 11.4 and the Pledgeerelease of Liens on the Collateral securing Permitted Additional Pari Passu Obligations under any Permitted Additional Pari Passu Lien Agreement, the Collateral Agent shall comply with any direction given to it by the applicable Additional Pari Passu Agent pursuant to any similar provision of such Permitted Additional Pari Passu Lien Agreement; provided in the case of clauses (i) and (ii) that such direction is not inconsistent with this Agreement. (b) Subject to the terms of the Intercreditor Agreement, upon any release of Collateral or Mortgaged Property in accordance with the provisions of SECTION 11.4, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) 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 Mortgaged Property to be released (in the case of a release) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be.

Termination; Release. (a) On the Termination Date (as defined below)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 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used hereunder and, with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the Company (other than an Uncertificated Security 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 Loan Party) at any time prior to the Termination Date, in this connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement or is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized otherwise released pursuant to the Credit Agreement Agreement, and all Obligations then outstanding the proceeds of such sale or disposition (other than contingent indemnities described or from such release) are applied in Section 12.4 accordance with the terms of the Credit Agreement to the extent required to be so applied, 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 otherwise disposed of, 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 4 hereof, such sub‑agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any Guarantor from the Guaranty in accordance with respect the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Responsible Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any time that the Company or the respective Pledgor desires that a Guarantor which no claim has been assertedreleased from the Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have been irrevocably paid no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in full accordance with, or which the Pledgee in cashgood faith believes to be in accordance with, this Section 22.

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Agent (as defined below), this Agreement for the benefit of itself and the other Secured Parties (and to the extent applicable pursuant to Section 10.1, any 2037 ASC Debentures Holder)) and all other security interest created interests granted hereby shall automatically terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated and (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (other than contingent obligations not yet due) shall have been paid in full in cash; provided, however, that in connection with the termination of this Security Agreement, the Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Secured Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Cash Management Obligations or Bank Products, and (z) any Secured Obligations (and to the extent provided that all indemnities set forth in Section 11 hereof 10.1, 2037 ASC Debentures Obligations) that may thereafter arise under Sections 12.5 or 12.6 of the Credit Agreement, provided, further, that the 2037 ASC Debentures Obligations shall survive no longer be secured hereby and this Security Agreement shall be deemed terminated in the event the Secured Obligations are no longer required to be secured hereby as a result of the release of the Collateral by the Agent as permitted hereunder and under the Credit Agreement. Upon termination of this Security Agreement the Collateral shall be released from the Lien of this Security Agreement. Upon such release or any such termination)release of Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the 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 (in the case of a release) as has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreementthe terms hereof, together with any undated stockand, partnership or membership powers with respect thereto to any other Collateral, proper documents and together with any moneys at instruments (including UCC-3 termination financing statements or releases) acknowledging the time held by termination hereof or the Pledgee or any release of such Collateral, as the case may be. (b) Provided that no Event of Default is then occurring, a Grantor shall automatically be released from its sub-agents hereunder. As used obligations hereunder and the Lien in this Agreement, “Termination Date” favor of the Agent on the Collateral of such Grantor shall mean the date upon which the Total Commitment have been terminated, no Note be automatically released if (i) such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Credit Agreement or becomes an Excluded Subsidiary or (ii) is outstanding the parent holding company of a Real Estate Subsidiary party to a Qualified Real Estate Financing Facility if such guarantee is prohibited by the terms of such Qualified Real Estate Financing Facility; provided that no such release shall occur if such Grantor continues to be a guarantor in respect of any ABL Facility Indebtedness or any Additional Pari Term Debt (as defined in the ABL Intercreditor Agreement) or any Permitted Refinancing thereof (as defined in and incurred in compliance with the terms of the ABL Credit Agreement as in effect on the date hereof). (c) Upon any Permitted Disposition by any Grantor of any Collateral, or if any pledge by a parent holding company of the stock of a Real Estate Subsidiary securing a Qualified Real Estate Financing Facility is prohibited by the terms of such Qualified Real Estate Financing Facility, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 12.3 of the Credit Agreement, provided that no Event of Default is then occurring, the security interest in such Collateral shall be automatically released. (d) Notwithstanding anything to the contrary contained in this Security Agreement or any Financing Agreement, upon (i) the release by the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) of any Lien or security interest created in any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), other than any such release in connection with the termination of the ABL Facility, and (ii) delivery to the Agent of an officer’s certificate of the Parent Borrower certifying that such release has occurred, the lien and security interest created hereunder shall automatically terminate with respect to such ABL Priority Collateral (as defined in the ABL Intercreditor Agreement). (e) Notwithstanding clause (d) above, if, after any release of Collateral pursuant to such clause (d), any Indebtedness that would constitute ABL Obligations under the ABL Intercreditor Agreement becomes secured by any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement), such ABL Priority Collateral and related collateral documents, and all Loans Liens granted or purported to be granted therein, released pursuant to clause (d) above shall be automatically reinstated on the same terms as of the date they were terminated and the Grantors shall take all actions and deliver all documents (collectively, the “New Collateral Documents”) reasonably requested by the Agent as may be necessary to create and perfect the Liens of the Agent in such Collateral, in form and substance reasonably satisfactory to the Agent, within 60 days of such date (or such longer period as the Agent may agree in its reasonable discretion). The Agent is hereby authorized to enter into any New Collateral Documents. (f) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement, the ABL Intercreditor Agreement and the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of this Security Agreement, the ABL Intercreditor Agreement or the Credit Agreement, the 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 Agent, such of the Collateral 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 Agent and as shall not have been repaid in full), all Letters of Credit have been terminated sold or Cash Collateralized otherwise applied pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (g) At any time that the respective Grantor desires that the Agent take any action described in clause (f) of this Section 9.5, such Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to this Section 9.5. The Agent shall have no liability whatsoever to any other Secured Party (or any 2037 ASC Debentures Holder) as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this Section 9.5.

Termination; Release. (a) On After the Termination Date (as defined below)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 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (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 herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective 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 financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will will, subject to the provisions of the Intercreditor Agreement, 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Total Commitment Credit Document Obligations Termination Date shall have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashoccurred.

Termination; Release. (a) On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such 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 the respective Pledgor, will execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such all of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used . (b) In the event that all or any part of the Collateral is sold, conveyed or disposed of in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under connection with any form of asset disposition permitted by the Credit Agreement is outstanding (Agreements or otherwise released, in whole or in part, at the direction of the Required Secured Creditors and all Loans have been repaid the proceeds of such asset disposition are applied in full)accordance with, all Letters of Credit have been terminated or Cash Collateralized pursuant and to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 extent required by, the provisions of the Credit Agreement Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, 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 Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, 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 in accordance with respect to which no claim has been assertedSection 18(a) have been irrevocably paid in full in cashor (b).

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (as defined below), this Agreement for the benefit of itself and the other Credit Parties) and all other security interest created interests granted hereby shall automatically terminate with respect to all Secured Obligations when (provided i) the Commitments shall have expired or been 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 and (iii) all other Obligations (other than contingent indemnification obligations for which claims have not been asserted) have been indefeasibly paid in full in cash pursuant to the terms of the Credit Agreement, provided, however, that all in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities set forth 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 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 Section 11 accordance with the provisions of the Credit Agreement. Upon termination hereof shall survive or any such termination)release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and the Pledgee, at the request sole reasonable cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (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 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 respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Commitment Commitments under the Credit Agreement 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 under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), all Letters of Credit have been terminated (or Cash Collateralized pursuant to cash collateralized in a manner consistent with the Credit Agreement Agreement), and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cash[, and “Trigger Date” shall mean the date the Limited Liability Company Interests are transferred by the Pledgor to New Holdco]3.

Termination; Release. (a) On After the Termination Date (as defined below)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 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Bank in its sole and absolute discretion) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent any indemnities described in Section 12.4 8.1 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. This Agreement shall terminate and the Pledged Collateral shall be released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (aif any) On on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the Termination Date provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. 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 Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (as defined belowand in any event within 10 Business Days), this Agreement upon the written request 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 Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as has may be in possession or control of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingas provided above, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or any a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of its sub-agents hereundera 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 repaid paid in full), ) and all Letters of Credit other Obligations have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding paid in full (other than contingent arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim request has been asserted) have been irrevocably paid in full in cashmade).

Termination; Release. (a) On the Termination Date (as defined below), this This Security Agreement and the security interest created hereby Security Interest shall automatically terminate (provided that when all indemnities set forth in Section 11 hereof shall survive any such termination), and the 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 (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 (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold Commitments have expired or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding due and payable (other than excluding any contingent indemnities described in Section 12.4 of indemnification obligations and hedging obligations not related to the Credit Agreement with respect to which no claim has been assertedFacility) have been irrevocably finally and paid in full in cash. Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to the Credit Agreement, the Security Interest in such Collateral shall be automatically released. Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Loan Party), the Security Interest in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which event the Lien created hereunder shall continue in such property). In addition, if any of the Pledged Equity Interests in any Subsidiary or subsidiary, as applicable, are sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Loan 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 of such Subsidiary or subsidiary, as applicable, under this Security Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or on behalf of such Subsidiary or such subsidiary, as applicable, shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the applicable Grantor, at such Grantor’s own 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 Agent or any other Secured Party.

Termination; Release. (a) On After payment in full of the Termination Date (as defined below)Obligations and termination of the Credit Agreement, this Pledge 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 the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingPledge Agreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Pledge Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used . (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 this Agreementaccordance with Section 9, “Termination Date” shall mean to the date upon which extent required to be so applied, the Total Commitment have been terminatedPledgee, no Note under at the Credit Agreement is outstanding 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 all Loans have releases therefor) as is then being (or has been) so sold or released and has not theretofore been repaid in full), all Letters of Credit have been terminated or Cash Collateralized released pursuant to this Pledge Agreement. (c) At any time that the Credit Agreement Pledgor desires that the Pledgee assign, transfer and all Obligations then outstanding deliver Collateral (other than contingent indemnities described and releases therefor) as provided in Section 12.4 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Credit Agreement 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 Secured Creditor as the result of any release of Collateral by it in accordance with respect to which no claim has been asserted) have been irrevocably paid in full in cashthis Section 18.

Termination; Release. (a) On the Termination Date (as defined below)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 13 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used hereunder and, with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the Company (other than an Uncertificated Security 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 Loan Party) at any time prior to the Termination Date, in this connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement or is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized otherwise released pursuant to the Credit Agreement Agreement, and all Obligations then outstanding the proceeds of such sale or disposition (other than contingent indemnities described or from such release) are applied in Section 12.4 accordance with the terms of the Credit Agreement to the extent required to be so applied, 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 otherwise disposed of, 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 4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any U.S. Guarantor from the U.S. Guaranty in accordance with respect the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Responsible Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any time that the Company or the respective Pledgor desires that a U.S. Guarantor which no claim has been assertedreleased from the U.S. Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have been irrevocably paid no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in full accordance with, or which the Pledgee in cashgood faith believes to be in accordance with, this Section 22.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earlier of (i) the date upon which the Total Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid other Credit Document Obligations (excluding normal continuing indemnity obligations which survive in full)accordance with their terms, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement so long as no amounts are then due and all Obligations then outstanding (other than contingent indemnities described payable in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedthereof) have been irrevocably indefeasibly paid in full in cash(provided the terms of the other Secured Debt Agreements do not otherwise prohibit the termination hereof), and (ii) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent indemnification obligations not yet due and payable) On the Termination Date (as defined below)and no commitments remain under Additional Secured Debt Documents to extend credit that would constitute Secured Obligations, this Agreement shall terminate. Upon termination of this Agreement the Collateral shall be released from the Lien of this Agreement. In addition, the Collateral or any portion thereof shall be released from the Lien of this Agreement pursuant to the Indenture. In addition, the Liens of this Agreement will be automatically released with respect to the New Notes Excluded Collateral in the event that Rule 3-16 of Regulation S-X (or any successor regulation) requires the preparation and filing with the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive SEC of separate audited financial statements of any Restricted Subsidiary owned by a Pledgor because such Restricted Subsidiary’s Capital Stock is pledged as collateral to secure the New Notes and any Additional Secured Obligations. Upon any such termination)release, the Collateral Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the applicable Pledgor(s), against receipt and without recourse and without any representation to or warranty) 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 (in the case of a release) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Collateral, documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid acknowledging the termination hereof or the release of such Collateral, as the case may be, in full in cashform and substance reasonably satisfactory to the Pledgors.

Termination; Release. (a) On After the Termination Date (as defined below)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 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note under the Note, Loan or Letter of Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 8.1 hereof and described in Section 12.13 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Security Documents, in each case which no claim has been assertedare not then due and payable) 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 8.02 of the Credit Agreement or is otherwise released at the direction of the Required Secured Creditors, such Collateral shall be sold 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 execute and deliver such documentation to evidence such release (including UCC-3 termination or partial release statements and the like) and will 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 or released and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. (c) In the event that all of the capital stock of one or more Assignors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 8.02 of the Credit Agreement (or such sale or other disposition or liquidation has been approved in writing by the Required Secured Creditors), upon the consummation of such sale, disposition or liquidation such Assignor shall be released from this Agreement and this Agreement shall, as to each such Assignor or Assignors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Assignor shall be deemed to be a sale of such Assignor for the purposes of this Section 10.8(c)). (d) At any time that the respective Assignor desires that Collateral be released as provided in the foregoing Section 10.8(a), (b) or (c), it 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 Section 10.8(a), (b) or (c) hereof. (e) 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 this Section 10.8.

Termination; Release. (a) On When (i) the Termination Date 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 defined below)required by the Credit Agreement) other than contingent indemnification obligations as to which no claim has been made and no commitments of the Administrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding, this Agreement shall terminate and the security interest Collateral shall be automatically and without further action released from the Liens in favor of the Administrative Agent and the other Secured Parties created hereby hereby, 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 automatically terminate (provided that terminate, all indemnities set forth in Section 11 hereof shall survive without delivery of any instrument or performance of any act by any party. At the sole expense of any 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 PledgeeCollateral shall be (i) sold, transferred or otherwise disposed of by any Pledgor in a sale, transfer or 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, at the request and sole expense of the respective such Pledgor, will shall execute and deliver to such Pledgor a proper instrument all releases or instruments acknowledging other documents reasonably necessary or desirable for the satisfaction termination and termination of this Agreement (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 (without recourse and without any representation or warranty) such release of the Liens created hereby on Collateral of such Pledgor, or such Pledgor, as has not theretofore been sold or otherwise applied or delivered pursuant to this applicable, subject to, if reasonably requested by the Administrative Agent, the Administrative Agent’s receipt of an Officers’ Certificate from the Company stating that such transaction is in compliance with the Credit Agreement, together with any undated stock, partnership or membership powers . (c) The Liens securing the Secured Obligations with respect thereto and together with any moneys at the time held by the Pledgee or any of its subto Non-agents hereunder. As used in this Agreement, “Termination Date” ABL Priority Collateral shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized be released when required pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described terms of the ABL Intercreditor Agreement, following the request of the applicable party or parties thereto, in accordance with Section 12.4 9.02(c) of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashAgreement.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (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 herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective 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 financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will will, subject to the provisions of the Intercreditor Agreement, 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 (i) the Total Commitment TL Obligations Termination Date shall have been terminated, no Note under the occurred and (ii) all Intermediate Holdco Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Document Obligations then outstanding (other than contingent those arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim has been assertedmade) then owing have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such 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 the respective Pledgor, will execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such all of the Collateral as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding . (b) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 extent required by, the provisions of the Credit Agreement Agreements, the Pledgee, at the request and expense of the Pledgor, will duly assign, release, 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 Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, 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 in accordance with respect Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to which no claim has been asserted) have been irrevocably paid any Secured Creditor as the result of any release of Collateral by it in full in cashaccordance with this Section 18.

Termination; Release. When all the Obligations have been paid in full (aother than (A) On the Termination Date contingent indemnification obligations that are not yet due and payable and (as defined below)B) obligations and liabilities under Secured Cash Management Agreements, this Agreement Secured Foreign Line of Credit Agreements, Secured Franchisee Loan Facility Guaranties and Secured Hedge Agreements) 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 Pledgee, at the request and expense Commitments of the respective Pledgor, will execute and deliver Lenders to such Pledgor a proper instrument make any Loan or instruments acknowledging the satisfaction and termination to issue any Letter of this Agreement (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note Credit under the Credit Agreement is outstanding (shall have expired or been sooner terminated and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized cash collateralized in accordance with the provisions of the Credit Agreement, this Mortgage shall terminate. Upon termination of this Mortgage the Mortgaged Property shall be released from the Lien and security interest of this Mortgage. Upon such release or any release of the Mortgaged Property or any portion thereof in accordance with the provisions of the Credit Agreement, the Mortgagee shall, upon the request and at the sole cost and expense of the Mortgagor, assign, transfer and deliver to the Mortgagor, against receipt and without recourse to or warranty by the Mortgagee, such of the Mortgaged Property to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the Credit Agreement terms hereof, and, with respect to any other Mortgaged Property, proper documents and all Obligations then outstanding instruments (other than contingent indemnities described including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Mortgaged Property, as the case may be. The Mortgagee is hereby expressly authorized to, and agrees upon request of the Borrower it will, release or, in the case of Section 12.4 9.10 of the Credit Agreement Agreement, subordinate any Mortgaged Property in accordance with respect to which no claim has been asserted) have been irrevocably paid in full in cashthe terms of the Loan Documents and Section 9.10 of the Credit Agreement.

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby (1) shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash, (iii) all Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all L/C Obligations have been paid in full; provided, however, that in connection with the Pledgeetermination 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 obligations that may thereafter arise with respect to the Other Liabilities, and (2) shall continue to be effective or be reinstated, as the case may be, 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 the Grantors upon the bankruptcy or reorganization of any Loan Party or otherwise. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement (which release shall be automatic in the case of any sale, transfer or disposition permitted under Section 7.05 of the Credit Agreement). Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon reasonable request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On This Agreement shall terminate and the Termination Date (as defined below), Collateral shall be automatically released from the Lien of this Agreement when the principal of and interest and premium (if any) on the Loan, and all fees and all other expenses or amounts payable under this Agreement shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the provisions of this Agreement or the Security Documents, survive the termination thereof). Upon termination hereof, the security interest created hereby interests granted by the Security Documents shall automatically terminate (provided that and all indemnities set forth rights to the Collateral shall revert to the applicable Obligor. Upon termination hereof or any release of Collateral in Section 11 hereof accordance with the provisions of this Agreement, the Security Trustee 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 Obligor all releases or instruments acknowledging other documents prepared by the satisfaction Obligor and termination in form and substance reasonably satisfactory to the Security Trustee, any vessel registry or other registry, as applicable, and, upon the written request and at the sole cost and expense of this Agreement (includingthe Obligors, without limitationtake such reasonable further actions for the release of such Collateral from the security interests created thereby, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (the Obligors, against receipt and without recourse and without to or warranty of any representation kind (either express or warranty) implied), such of the Collateral to be released (in the case of a release) as has may be in possession or control of such Finance Party and as shall not theretofore have been sold or otherwise applied or delivered pursuant to the terms hereof, and, with respect to any other Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (b) If any of the Collateral is sold, transferred or otherwise disposed of by any Obligor (other than to another Obligor) in a transaction permitted by this Agreement, together with then the lien created pursuant to any undated stockSecurity Document in such Collateral shall be released, partnership or membership powers with respect thereto and together with any moneys the Security Trustee, at the time held reasonable request and sole expense of such Obligor, shall promptly execute and deliver to such Obligor all releases or other documents prepared by such Obligor and in form and substance reasonably satisfactory to the Security Trustee, and, upon the written request and at the sole cost and expense of the Obligors, take such reasonable further actions for the release of such Collateral from the security interests created thereby. (c) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, in no event shall the Security Trustee have any obligation to execute or authorize any document or instrument evidencing any release of Collateral or Obligor unless it shall first receive a certificate from a Responsible Officer of the applicable Obligor certifying that such execution or authorization, and the release related thereto, is authorized and permitted by the Pledgee Loan Documents and all conditions precedent to such release and execution or any authorization of its sub-agents hereunder. As used in this Agreementsuch document or instrument evidencing such release have been satisfied, “Termination Date” shall mean the date upon which certification the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated Security Trustee may conclusively rely without investigation or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashinquiry.

Termination; Release. (a1) On After the Termination Date (as defined below)Date, this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the security interest created hereby Collateral shall automatically terminate revert to the Obligor (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 9.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorObligor, will promptly execute and deliver to such Pledgor the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the Obligor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent or any of its sub agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with . (2) In the event that any undated stock, partnership part of the Collateral is sold or membership powers with respect thereto and together with otherwise disposed of (to a Person other than a Credit Party) (x) at any moneys at time prior to 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated connection with a sale or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in disposition permitted by Section 12.4 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement), or (y) at any time thereafter, to the extent permitted by the Other Credit Documents, and in the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with respect the terms of the Credit Agreement or other Credit Document, as the case maybe, to the extent required to be so applied, the Collateral Agent, at the request and expense of the Obligor, 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 the Obligor (without recourse and without any representation or warranty) such of the 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 Collateral Agent and has not theretofore been released pursuant to this Agreement. (3) At any time that the Obligor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.9(1) or (2), the Obligor shall deliver to the Collateral Agent a certificate signed by a Responsible Officer of the Obligor stating that the release of the respective Collateral is permitted pursuant to such Section 10.9(1) or (2). (4) 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 no claim has been assertedthe Collateral Agent believes to be in accordance with) have been irrevocably paid in full in cashthis Section 10.9.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement The Pledged Collateral and the security interest created hereby Secured Obligations of any Pledgor shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and be released from the 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 Lien of this Agreement (in accordance with the provisions of the Credit Agreement, including, without limitation, UCC financing statement amendments and instruments of satisfactionSection 9.11(a), discharge and/or reconveyance(b) and will duly assign, transfer and deliver to such Pledgor or (without recourse and without any representation or warrantyc) such of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Credit Agreement. Furthermore, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at when all 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 Commitment Secured Obligations have been terminatedpaid in full (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), no Note the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement is outstanding (shall have expired or been sooner terminated and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized 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 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 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 Pledgors, assign, transfer and deliver 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 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 Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On This Security Agreement, the Termination Date 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 (i) the Commitments shall have expired or been 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 below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Pledgeetermination 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 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 termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof herein shall survive any such termination)) and the Lien of the Pledgee granted hereunder shall automatically be released, 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 acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 delivered pursuant to this Agreementmay be in the possession of the Pledgee, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderif any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitment Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid Obligations (excluding (x) normal continuing indemnity obligations which survive in full)accordance with their terms, all so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedCollateralized) have been irrevocably indefeasibly paid in full full, and (ii) the Leverage Release Date as defined in cashSection 5.10(c) of the Bank Facility Agreements.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent obligations that have not matured) On and the Termination Date (as defined below)Commitments of the Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. In addition, the Pledged Collateral shall be released in accordance with the provisions of the Intercreditor Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement to a person that is not a Pledgor hereunder, such Pledged Collateral shall be automatically 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 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 Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below), this This Agreement and the Liens and security interest created interests granted hereby shall automatically terminate when all the Obligations (provided that all indemnities set forth other than wholly contingent indemnification obligations) then due and owing have been indefeasibly paid in Section 11 hereof shall survive any such termination), full and the PledgeeLenders 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 consummation of any transaction permitted by the Credit Agreement as a result of which such Pledgor ceases to be an Obligor. (c) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or upon the effectiveness of any written consent to the release of the Liens on and security interests granted in the Pledged Collateral of such Pledgor under this Agreement in any Pledged Collateral 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, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to any Pledgor all documents that such Pledgor a proper instrument shall reasonably request to evidence such termination or instruments acknowledging the satisfaction release, and termination of this Agreement (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 (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 to be released (in the case of a release) as has may be in possession of (or, in the case of uncertificated securities, registered in the name of) the Administrative Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashterms hereof.

Termination; Release. (a) On When all of the Termination Date (as defined below)Secured Obligations have been paid in full and the Revolving Commitments and the 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, this Agreement shall automatically, and without any action by any party hereto, terminate. Upon termination of this Agreement the Pledged Collateral 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 created granted hereby in any Collateral pursuant to Section 10.01(b)(iii) of the Credit Agreement, the security interest in such Collateral shall be automatically terminate (provided that all indemnities set forth released. Upon such release or any release of Pledged Collateral or any part thereof in Section 11 hereof shall survive any such termination)accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (Pledgor, against receipt and without recourse and without any representation to or warranty) 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 any part thereof to be released (in the case of a release) as has may be in the possession of the Administrative Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On After the Termination Date (as defined below)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 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 12.4 8.1 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note under (as defined in the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Agreement) or Letter of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then is outstanding (other than contingent Letters of Credit, together with all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Letter of Credit Issuer as provided in the Credit Agreement) and all other Obligations (other than indemnities described in Section 12.4 11 hereof and in Section 12.13 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)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 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Lender in its sole and absolute discretion) and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent any indemnities described in Section 12.4 8.1 hereof and in Section 12.05 of the Credit Agreement with respect to which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. When all the Secured Obligations have been paid in full (aother than contingent obligations that have not matured) 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 Pledgee, at the request and expense Commitments of the respective Pledgor, will execute and deliver Lenders to such Pledgor a proper instrument make any Loan or instruments acknowledging the satisfaction and termination to issue any Letter of this Agreement (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note Credit under the Credit Agreement is outstanding (shall have expired or been sooner terminated and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized 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 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 to a person that is not a Pledgor hereunder, such Pledged Collateral shall be automatically 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 Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. Upon termination of the Commitments and payment in full of all Credit Party Obligations (aother than (x) On contingent indemnification obligations and (y) Bank Product Debt) and the Termination Date expiration or termination of all Letters of Credit (as defined belowother than Letters of Credit that have been Cash Collateralized in accordance with the Credit Agreement), this Agreement shall automatically terminate. Upon termination of this Agreement the Pledged Collateral 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 created 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 terminate (provided that all indemnities set forth released. Upon such release or any release of Pledged Collateral or any part thereof in Section 11 hereof shall survive any such termination)accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Administrative Agent, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as has may be in possession of the Administrative Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been asserted) have been irrevocably paid in full in cashany other Pledged Collateral, proper documents and instruments acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. When all the Secured Obligations have been paid in full (aother than Unasserted Contingent Obligations) 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 Pledgee, at the request and expense Commitments of the respective Pledgor, will execute and deliver Lenders to such Pledgor a proper instrument make any Loan or instruments acknowledging the satisfaction and termination to issue any Letter of this Agreement (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note Credit under the Credit Agreement is outstanding (have expired or been sooner terminated and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement and all Obligations then outstanding (shall terminate. Upon termination of this Agreement or upon any sale, transfer or other than contingent indemnities described disposition of Pledged Collateral or any part thereof in Section 12.4 a transaction or series of transactions not prohibited by the provisions of the Credit Agreement (including, without limitation, upon any Pledged Collateral becoming property of an Excluded Subsidiary or a Foreign Subsidiary), the Pledged Collateral (or any part thereof) shall automatically be released from the Lien of this Agreement and all rights to the Pledged Collateral shall revert to the Grantors. Upon such release or any such sale, transfer or disposition of Pledged Collateral or any part thereof, 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 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 have been sold or otherwise applied pursuant to the terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the security interest created hereby Collateral shall automatically terminate revert to the Grantors (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 8.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including, without limitation, UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment Aggregate Commitments under the Credit Agreement have been terminatedterminated and all Obligations have been paid in full, no Note under the Credit Agreement is outstanding (and all Revolving Loans and LC Disbursements thereunder have been repaid in full), full and all Letters of Credit have been expired or otherwise terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than (x) contingent indemnities described in indemnification obligations, (y) Letters of Credit which have been Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent and (z) obligations and liabilities under any agreement governing the Secured Bank Product Obligations not then due and payable pursuant to Section 12.4 11.11 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashAgreement).

Termination; Release. This Agreement shall terminate and the Pledged Collateral shall be released from the Lien of this Agreement when the Commitments have been terminated and the principal of and interest and premium (aif any) On on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the Termination Date provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. 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 Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (as defined belowand in any event within 10 Business Days), this Agreement upon the written request 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 Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Pledgors, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a release) as has may be in possession or control of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement terms hereof and all Obligations then outstanding (the other than contingent indemnities described in Section 12.4 of the Credit Agreement Transaction Documents, and, with respect to which no claim has 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. If at any time any payment (in whole or in part) of any Secured Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored by any Secured Party, this Agreement shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been asserted) have been irrevocably paid in full in cashmade.

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination Date Collateral and shall (i) remain in full force and effect until payment in full of the Secured Obligations, (ii) be binding upon the Grantor, its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Secured Parties and their respective successors, transferees and assigns. Upon the payment in full of the Secured Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor subject to any existing liens, security interests or encumbrances on such Collateral. Upon any such termination, the Collateral Agent will, at the Grantor's expense, execute and deliver to the Grantor such documents as defined below)the Grantor shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantor (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement and, in the case of a sale or sales contemplated by clause (i) above, the proceeds of such sale or sales are applied in accordance with the terms herein and of the Credit Agreement, such Collateral will be sold free and clear of the Liens created by 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 PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 the Grantor (without recourse and without any representation or warranty) such of the Collateral of the Grantor as is then being (or has been) so sold or released and has not theretofore been sold released pursuant this Agreement. (c) Except as may be otherwise provided in the Credit Agreement, at any time that the Grantor desires that the Collateral of the Grantor be released as provided in the foregoing Sections 15(a) or otherwise applied or delivered (b), the Grantor shall deliver to the Collateral Agent a certificate signed by a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to this Agreement, together with any undated stock, partnership Sections 15(a) or membership powers with respect thereto and together with any moneys at the time held (b). If requested by the Pledgee or any of its subCollateral Agent, the Grantor shall furnish appropriate legal opinions (from counsel, which may be in-agents hereunder. As used in this Agreementhouse counsel, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant acceptable to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described Collateral Agent) to the effect set forth in the immediately preceding sentence. 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 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash15.

Termination; Release. (a) On This Agreement shall automatically terminate and the Pledged Collateral shall automatically be released from the Lien granted hereby upon the satisfaction of the Termination Date (as defined below)Conditions. Upon termination hereof, this Agreement and the security interest created Lien granted hereby shall automatically terminate and all rights to the Pledged Collateral shall automatically revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. The Lien granted hereby shall be automatically released and shall automatically terminate with respect to any Pledged Collateral (provided i) to the extent that all indemnities set forth such Pledged Collateral is sold or transferred as part of any sale or other transfer permitted under the Credit Agreement or under any other Loan Document to a Person that is not a Loan Party, (ii) to the extent such Pledged Collateral is owned by a Loan Party, upon the release of such Loan Party from its Guarantee otherwise in accordance with the Loan Documents, (iii) to the extent such Pledged Collateral becomes Excluded Assets or (iv) to the extent approved, authorized or ratified in writing in accordance with Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense 11.02 of the respective PledgorCredit Agreement. For the avoidance of doubt, will a Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Loan Party in accordance with the Credit Agreement. (b) In connection with any termination or release pursuant to paragraph (a) of Section 10.4, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor a proper instrument shall reasonably request to evidence such termination or instruments acknowledging the satisfaction release and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to shall perform such other actions reasonably requested by such Pledgor (without recourse to effect such release, including delivery of certificates, securities and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashinstruments.

Termination; Release. (a) On After the Termination Date (as defined below)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 and in Section 6 of Annex N to the US Security Agreement shall survive any such termination), ) and the 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 (including, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreementhereunder and, “Termination Date” shall mean with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the date upon which books of a Clearing Corporation or a Securities Intermediary), a Partnership Interest or a Limited Liability Company Interest, a termination of the Total Commitment agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) hereof or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv) hereof; provided, however, at such time as (x) all First Lien Obligations have been terminated, no Note paid in full in cash in accordance with the terms thereof and all Commitments and Letters of Credit under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized (y) the First Lien Creditors have released their Liens on all of the Collateral then, in either case, this Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein (including, without limitation, in Section 11 hereof) and in Section 6 of Annex N to the US Security Agreement shall survive such termination) unless, in the case of preceding clause (x), any Event of Default under the Senior Secured Note Indenture exists as of the date on which the First Lien Obligations are repaid in full and terminated as described in such clause (x), 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 any portion thereof was disposed of in order to repay the First Lien Obligations (although the security interests created in favor of the Second 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). (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 connection with a sale or disposition permitted by the respective Secured Debt Agreements or is otherwise released at the direction of the Required Secured Creditors, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the respective Secured Debt Agreement, as the case may be, to the extent required to be so applied, the Pledgee, 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 and as may be in possession of the Pledgee and has not theretofore been released pursuant to this Agreement and, to the Credit Agreement extent requested by such Pledgor, deliver, at such Pledgor's expense, appropriate UCC termination statements and all Obligations then outstanding instruments of satisfaction, discharge and or reconveyance, as the case may be. (other than contingent indemnities described c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 12.4 19(a) or (b) hereof, such Pledgor shall deliver to the Pledgee a certificate signed by a principal executive officer of such Pledgor stating that the release of the Credit respective Collateral is permitted pursuant to Section 19(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation to make any such request), 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 Secured Creditor as the result of any release of Collateral by it as permitted (or which the Pledgee in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) believes to be permitted) by this Section 19. (e) Without limiting the foregoing provisions of this Section 19 to the extent applicable following the qualification of the Senior Secured Note Indenture under the Trust Indenture Act (but only insofar as this Agreement applies to the Second Lien Creditors), (i) the Pledgors shall comply with respect Section 314(d) of the Trust Indenture Act in connection with the release of property or Liens hereunder and (ii) the parties hereto agree that if any amendments to which no claim has been asserted) have been irrevocably paid this Agreement or any other Security Document are required in full order to comply with the provisions of the Trust Indenture Act, such parties shall cooperate and act in cashgood faith to effect such amendments as promptly as practicable.

Termination; Release. 1. At such time as the Obligations (aother than any contingent indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) On then due and owing shall have been paid in full, the Termination Date Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (as defined belowexcept for Letters of Credit 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 Security Agreement and all obligations (other than those expressly stated to survive such termination) of the security interest created hereby Collateral Agent and each Grantor shall automatically terminate (provided that terminate, all indemnities set forth in Section 11 hereof without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall survive revert to the applicable Grantor. At the request and sole expense of any Grantor following any such termination), and the PledgeeCollateral Agent shall promptly execute, at the request and expense of the respective Pledgor, will execute acknowledge and deliver to such Pledgor 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. 2. Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a proper instrument or instruments acknowledging Grantor of Collateral) of the satisfaction and termination of this Agreement type described in items (including1), without limitation(2) (provided the requirements set forth in the first proviso to such section are satisfied), UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance(4) and will duly assign(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, transfer the Lien pursuant to this Security Agreement on such sold or disposed of Collateral shall be automatically released. In connection with any other Disposition of 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 Pledgor Grantor such releases, instruments or other documents (including without recourse limitation UCC termination statements), and without any representation do or warranty) 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. 3. If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as has not theretofore been sold provided in this Section 6.12, including UCC termination statements or otherwise applied other release-related documentation, the Borrower or delivered 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 Agreement, together with any undated stock, partnership or membership powers with respect thereto Section 6.12 and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 relevant provisions of the Credit Agreement (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 6.12. 4. Anything to the contrary contained in this Security Agreement or any Security Agreement Supplement notwithstanding, the Lien of this Security Agreement shall automatically be released without necessity of any further action by any Person with respect to which no claim has been assertedany Pledged Spare Part upon such Pledged Spare Part being incorporated in, installed on, attached or made appurtenant to, or used in any aircraft, engine or propeller. 5. The Liens on any Account Collateral that is withdrawn from any Account (in each case, in compliance with the Credit Agreement) have been irrevocably paid prior to receipt of a Notice of Exclusive Control (as defined in full the applicable Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in cashthe Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal.

Termination; Release. (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 herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of such Pledgor and at the respective Pledgorwritten direction of the Holders of the Notes in accordance with the 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Total Commitment have been terminated, no Note all Second-Lien Notes under the Credit Agreement is outstanding (and all Loans Second-Lien Note Indenture have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and described in Sections 3.4, 8.6 and elsewhere of the Credit Agreement with respect to Second-Lien Note Indenture, and any other indemnities set forth in any other Security Documents, in each case which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including in Section 11 hereof 7.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including UCC termination statements on form UCC-3 and releases to be filed and the United States Patent and Trademark Office and the United States Copyright Office) prepared by such Grantor, acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (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 in accordance with this Agreement, the other Credit Documents or applicable law, or otherwise applied or delivered released pursuant to this Agreement, together with any undated stockthe other Credit Documents or applicable law; without limiting the foregoing, partnership or membership powers with respect thereto on the Termination Date all security interests and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderliens granted under this Agreement shall automatically and unconditionally terminate. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (has been discharged and all Loans have been repaid in full)ceases to be of further effect, all Letters of and fees and other Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Document Obligations then outstanding (other than contingent indemnities described in Section 12.4 7.1 hereof and described in Section 12.01 of the Credit Agreement with respect to which no claim has been assertedthat, in either case, are not then due and payable or any other contingent obligation not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. Notwithstanding anything to the contrary set forth herein or in the Amendment, the execution, delivery and performance of this Agreement by Pledgor shall constitute Pledgor’s and Clinical Data’s performance of their respective obligations to provide collateral security to the Secured Party under the first two (a2) On sentences of Section 3.1(d) of the Termination Date (Amendment; provided, however, that if the Secured Party so requests, Pledgor shall promptly execute and deliver a pledge agreement, in form and substance substantially the same as defined below), this Agreement and otherwise reasonably satisfactory to the security interest created hereby Secured Party, with respect to the shares of Vital Diagnostics Pty. Ltd. The Pledged Collateral shall automatically terminate (provided that all indemnities set forth be released from the Lien of this Agreement in accordance with the provisions of Section 11 3.1(d) of the Amendment. Upon termination hereof shall survive any such termination)in accordance with the provisions of Section 3.1(d) of the Amendment the Secured Party shall, and the Pledgee, at upon the request and at the sole cost 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 (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 (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Secured Party, such of the Pledged Collateral to be released (in the case of a release) as has may be in possession of the Secured Party and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including financing statement amendments or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be. . No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any party therefrom, shall be effective unless the same shall be made in accordance with the terms of the Purchase Agreement and unless in writing and signed by the parties. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any party from the terms of any provision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no claim has been asserted) have been irrevocably paid notice to or demand on any party in full any case shall entitle any other party to any other or further notice or demand in cashsimilar or other circumstances.

Termination; Release. (a) On After the Termination Date (as defined below)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 12 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective 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 (includingAgreement, without limitation, UCC financing statement amendments 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 delivered released pursuant to this AgreementAgreement or any other Credit Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 (i) the Total Commitment Commitments under the Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 12 hereof and described in Section 11.01 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On When all 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 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 (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Secured Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect indemnification Obligations as to which no claim has been asserted) have been irrevocably paid in full and the Commitments of the Lenders to make any Loan under the Term Loan Credit Agreement shall have expired or been sooner terminated in cashaccordance with the provisions of the Term Loan Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement, or as otherwise provided in the Term Loan Credit Agreement, the Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Collateral or any part thereof in accordance with the provisions of the Term Loan 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 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 Collateral, 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, as the case may be. (b) A Pledgor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Pledgor shall be automatically released upon 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 in accordance and in compliance with the 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, the security interest in such Collateral shall be automatically released.

Termination; Release. (a) On the Termination Date (as defined below)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 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 (includingAgreement, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 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 under the Note, Loan or Letter of Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 11 hereof and described in Section 10.3 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cash.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created interests granted hereby shall automatically terminate and be released without the requirement for any further action by any Person (provided that all indemnities set forth herein including, without limitation, in Section 11 7.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the reasonable request and expense of the respective PledgorGrantor, will promptly (and the Secured Creditors hereby authorize the Collateral Agent to) execute and file or deliver to such Pledgor the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the applicable Grantors (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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment 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), all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized pursuant otherwise addressed in a manner reasonably acceptable to the Credit Agreement Administrative Agent or the applicable Issuing Bank(s) and all other Credit Document Obligations then outstanding (other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedreimbursement and indemnification obligations not yet accrued and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below)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 12 hereof shall survive any such terminationtermin­ation), and the Pledgee, at the request and expense of the respective 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 (includingAgreement, without limitation, UCC financing statement amendments 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 delivered released pursuant to this AgreementAgreement or any other Loan Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 (i) the Total Commitment 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 outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 12 hereof and described in Section 11.03 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. This Security Agreement shall continue in effect (anotwithstanding the fact that from time to time there may be no Indebtedness outstanding) On until the Termination Date (as defined below), this Commitments under the Loan Agreement have terminated and all of the amounts payable under the Loan 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 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 (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding other Loan Documents (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to indemnification and expense reimbursement amounts for which no claim has been assertedmade) have has been irrevocably indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered to the Lender as required by the Loan Agreement), whether or not any Secured Products remain outstanding or any amounts are payable thereunder, whereupon the Lender shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in cashrespect thereof, to or on the order of the respective Grantor and to be released and canceled all licenses and rights referred to in Section 5.4. The Lender shall also, at the expense of such Grantor, execute and deliver to the respective Grantor upon such termination such Uniform Commercial Code termination statements, certificates for terminating the Liens and such other documentation as shall be reasonably requested by the respective Grantor to effect the termination and release of the Liens on the Collateral as required by this Section 7.14. Upon any disposition of property permitted by the Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Lender shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Lender, including financing statement amendments to evidence such release.

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination Collateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, (as defined below)ii) be binding upon each Grantor, this Agreement its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest created granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (provided that all indemnities set forth in Section 11 hereof shall survive other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party). Upon any such termination), the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the PledgeeGrantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as is then being (or has been) so sold or released and has not theretofore been sold released pursuant this Agreement. (c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or otherwise applied or delivered (b), the Borrower shall deliver to the Collateral Agent a certificate signed by a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Sections 15(a) or (b). The Collateral Agent shall have no liability whatsoever to any Second Priority Secured Party as the result of any release of Collateral by it as permitted by this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash15.

Termination; Release. (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 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 execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Commitments and all Hedging Agreements have been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans have been repaid paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement terminated, and all other Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On If any of the Collateral is (i) sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Loan Agreement and the other Loan Documents (other than any sale, transfer or disposition to another Pledgor), or (ii) sold, transferred, pledged, hypothecated or otherwise made subject to a Lien in favor of a Warehouse Lender permitted pursuant to clause (i) of the definition of Permitted Liens, then, in either case, the Lien created pursuant to this Agreement in such Collateral shall be released, and the Secured Party, at the reasonable request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or advisable for the release of such Collateral from the Lien created hereby; provided that Holdings shall provide to the Secured Party an officer’s certificate certifying that such sale, transfer or other disposition was effected in compliance with the Loan Documents. (b) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided provided, that all indemnities set forth in Section 11 hereof herein shall survive any such termination), ) and the PledgeeSecured Party, at the request and expense of the respective Pledgor, (i) will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement Agreement, (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyanceii) 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 Secured Party and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto Agreement and together with any moneys at (iii) will take all other actions reasonably requested by such Pledgor to evidence the time held by the Pledgee or any satisfaction and termination of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean . (c) At any time that a Pledgor desires that the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters Secured Party take any action to acknowledge or give effect to any release of Credit have been terminated or Cash Collateralized Collateral pursuant to the Credit Agreement and all Obligations then outstanding foregoing Section 9.4(a) or (other than contingent indemnities described in Section 12.4 b), such Pledgor shall deliver to the Secured Party a certificate signed by an officer of such Pledgor stating that the release of the Credit Agreement with respect respective Collateral is permitted pursuant to which no claim has been assertedsuch Section 9.4(a) have been irrevocably paid in full in cashor (b).

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article VIII hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingas provided above, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents Collateral Agent hereunder. As used in this Agreement, (i) “CA Termination Date” shall mean the date upon which the Total Commitment have has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding (and all Loans other Credit Document Obligations have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashcash (other than arising from indemnities for which no request for payment has been made) and (ii) “Termination Date” shall mean the date upon which (x) the CA Termination Date shall have occurred and (y) if (but only if) a Notified Non-Credit Agreement Event of Default shall have occurred and be continuing on the CA Termination Date (and after giving effect thereto), either (I) such Notified Non-Credit Agreement Event of Default shall have been cured or waived by the requisite holders of the relevant Obligations subject to such Notified Non-Credit Agreement Event of Default or (II) all Secured Credit Card Agreements and Secured Hedging Agreements (if any) giving rise to a Notified Non-Credit Agreement Event of Default shall have been terminated and all Obligations subject to such Notified Non-Credit Agreement Event of Default shall have been paid in full (other than arising from indemnities for which no request for payment has been made).

Termination; Release. (a) On This Security Agreement, the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth Lien in Section 11 hereof shall survive any such termination), and the 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 (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 (without recourse and without any representation or warranty) such favor of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect thereto and together with any moneys at to all Secured Obligations when (i) the time held by the Pledgee Commitments shall have expired or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under (ii) the Credit Agreement is outstanding (principal of and interest on each Loan and all Loans fees and other Secured Obligations shall have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably indefeasibly paid in full in cash, and (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been 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 Issuing Bank and the Administrative Agent; provided, however, that (A) this Security 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 be immediately and automatically 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 Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (B) in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities and cash collateral 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 the Collateral Agent reasonably believes may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that the Collateral Agent reasonably believes may thereafter arise under Section 10.04 of the Credit Agreement.

Termination; Release. (a) On It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 8.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 8.03 in accordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Banks or, to the extent required by Section 12.01(a)(vii) of the Credit Agreement, with the consent of each of the Banks, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (as defined below)b) of this Section 28. Upon any release of the type described in the immediately preceding sentence, 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 PledgeePledgee shall, at the request and expense of the respective PledgorPledgors, will release the Pledged Collateral being released and execute and deliver to the Pledgors such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination release of such Pledged Collateral from this Agreement (includingas reasonably requested by such Pledgor, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the respective Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as described above and is in the possession of the Pledgee. (b) Following the Lien Termination Date, this Agreement shall terminate, (provided that all indemnities set forth herein including, without limitation, Section 20 hereof, shall survive any such termination) and the Pledgee, at the request and expense of the Pledgors, will execute and deliver to the Pledgors such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgors (without recourse and without any representation or warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee hereunder. (c) At any time that the Pledgors desire that Pledged Collateral be released as provided in the foregoing Section 28(a) or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in fullb), all Letters it shall, upon the request of Credit have been terminated or Cash Collateralized the Pledgee, deliver to the Pledgee a certificate signed by a Responsible Officer stating that the release of the respective Pledged Collateral is permitted pursuant to Section 28(a) or (b), as the Credit Agreement and all Obligations then outstanding case may be. (other than contingent indemnities described d) The Pledgee shall have no liability whatsoever to any Secured Creditor as a result of any release of any Pledged Collateral by it in accordance with this Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash28.

Termination; Release. (a) On It is expressly acknowledged and agreed that the Liens and security interests granted under this Agreement for the benefit of the Secured Creditors (i) prior to the Lien Termination Date, (x) shall be released by the Pledgee, without the necessity of the consent of any Secured Creditor, upon the consummation of any transaction permitted by Section 7.03 of the Credit Agreement (including as permitted pursuant to any amendment or waiver to Section 7.03 in accordance with the terms of the Credit Agreement), but in each case only with respect to that portion of the Pledged Collateral subject to such transaction and not including the proceeds thereof, and (y) may be released by the Pledgee, with the consent of the Majority Lenders or, to the extent required by Section 11.01(a)(i) of the Credit Agreement, with the consent of each of the Lenders, with respect to all or any portion of the Pledged Collateral and (ii) shall be released on the Lien Termination Date with respect to all of the Pledged Collateral pursuant to paragraph (as defined below)b) of this Section 27. Upon any release of the type described in the immediately preceding sentence, 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 PledgeePledgee shall, at the request of the Pledgor and at the expense of the respective PledgorBorrower, will release the Pledged Collateral being released and execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination release of such Pledged Collateral from this Agreement (includingas reasonably requested by the Pledgor, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral that is to be released as described above and is in the possession of the Pledgee. (b) Following the Lien Termination Date, this Agreement shall terminate, and the Pledgee, at the request of the Pledgor and at the expense of the Borrower, will execute and deliver to the Pledgor such instrument or instruments acknowledging the satisfaction and termination of this Agreement as reasonably requested by the Pledgor, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Pledged Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used At any time that the Pledgor desires that Pledged Collateral be released as provided in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding foregoing Section 27(a) or (and all Loans have been repaid in fullb), all Letters [he][she] shall, upon the request of Credit have been terminated or Cash Collateralized the Pledgee, deliver to the Pledgee a certificate signed by the Pledgor stating that the release of the respective Pledged Collateral is permitted pursuant to Section 27(a) or (b), as the Credit Agreement and all Obligations then outstanding case may be. (other than contingent indemnities described c) The Pledgee shall have no liability whatsoever to any Secured Creditor as a result of any release of any Pledged Collateral by it in accordance with this Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash27.

Termination; Release. a) MERGEFORMAT (a) On After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and the security interest created hereby shall automatically terminate be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor the Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the first to occur of (i) that date upon which the Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)outstanding, all Letters of Credit have been terminated and all other Credit Agreement Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) then owing by the Assignor have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement or Cash Collateralized the Administrative Agent directs the Collateral Agent to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iii) that date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On the Termination Date (as defined below)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 the respective 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Total Commitment Loan Agreement shall have been terminated, terminated and no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash), and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Loan Agreement, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) On Upon payment in full of the Termination Date Secured Obligations in accordance with the provisions of the Indenture and any Additional Parity Lien Agreement, or otherwise in accordance with Section 10.04 of the Indenture or any substantially similar provision in any Additional Parity Lien Agreement, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Assignors or any other Person entitled thereto. At such time, Collateral Trustee will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Note Document, or any other instrument or document executed and delivered by any Assignor to Collateral Trustee nor any other notes issued by the Issuer to any Holder, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Assignors, or any of them, by Collateral Trustee, nor any other act of the Secured Creditors, or any of them, shall release any Assignor from any obligation, except a release or discharge executed in writing by Collateral Trustee in accordance with the provisions of this Agreement, the Indenture and the Collateral Trust Agreement. Collateral Trustee shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Trustee and then only to the extent therein set forth. A waiver by Collateral Trustee of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Trustee would otherwise have had on any other occasion. (as defined belowb) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than an Assignor), this Agreement in each case in connection with a sale or disposition permitted by the Note Documents and the security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Additional Parity Lien Agreement, and the Pledgeeproceeds of such sale, disposition (or from such release) or loss are applied in accordance with the terms of the Indenture or such other Note Documents or Additional Parity Lien Agreement, as the case may be, to the extent required to be so applied, subject to the terms and provisions of the Collateral Trust Agreement, Collateral Trustee, at the request and expense of such Assignor and upon satisfaction of each of the respective Pledgorapplicable conditions precedent described in Article 4 of the Collateral Trust Agreement, will duly release from the security interest created hereby (and will execute and deliver to such Pledgor a proper instrument documentation, including termination or instruments acknowledging partial release statements and the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyancelike in connection therewith) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, or the subject of a total loss or constructive total loss as provided above and as may be in the possession of Collateral Trustee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement. Furthermore, together upon the release of any Assignor from the Note Guarantee in accordance with any undated stockthe provisions thereof, partnership or membership powers with respect thereto such Assignor (and together with any moneys the Collateral at the such time held assigned by the Pledgee or any of its sub-agents hereunder. As used in respective Assignor pursuant hereto) shall be released from this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding . (and all Loans have been repaid in full), all Letters c) At any time that an Assignor desires that Collateral Trustee take any action to acknowledge or give effect to any release of Credit have been terminated or Cash Collateralized Collateral pursuant to the Credit foregoing Section 9.8(a) or (b), such Assignor shall deliver to Collateral Trustee a certificate signed by an Authorized Officer of such Assignor satisfying the conditions of Section 4.1(b)(1) of the Collateral Trust Agreement and all Obligations then outstanding otherwise stating that the release of the respective Collateral is permitted pursuant to such Section 9.8(a) or (b). (d) Collateral Trustee shall have no liability whatsoever to any other than contingent indemnities Secured Creditor, any Assignor or any other Person as the result of any release of Collateral by it upon receipt of the officers’ certificate described in Section 12.4 of the Credit Agreement 9.8(c) hereof or which Collateral Trustee in good faith believes to be in accordance with respect to which no claim has been asserted) have been irrevocably paid in full in cashthis Section 9.8.

Termination; Release. (a) On After the Termination Date (as defined below)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 12 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective 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 (includingAgreement, without limitation, UCC financing statement amendments 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 delivered released pursuant to this AgreementAgreement or any other Loan Document, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 (i) the Term Commitment and the Total Commitment Revolving 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 outstanding, (and iv) all Loans thereunder have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement full and (v) all Obligations then outstanding due and payable (other than contingent indemnities described in Section 12.4 12 hereof and described in Section 11.03 of the Credit Agreement with respect to Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which no claim has been assertedare not then due and payable) have been irrevocably indefeasibly paid in full in cashfull.

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Agent (for the benefit of itself and the other Canadian Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been 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 Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Pledgeetermination of this Security Agreement, at the Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Canadian 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. (b) The Collateral shall be released from the Lien of this 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 the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the respective PledgorGrantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (Grantor, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including PPSA termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, Grantor shall, upon request of the 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 Canadian Credit Party as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement and (or, to the security interest created hereby extent any other PBGC Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, such other PBGC Security Document) shall automatically terminate (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 8.1 hereof, shall survive any such termination), ) and the PledgeePBGC (or, to the extent any other PBGC Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent or mortgagee under such other PBGC Security Document), at the request and expense of the respective PledgorAssignor (or, to the extent any other PBGC Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other PBGC Security Document), will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PBGC or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all PBGC Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to Article 8 hereof and any other indemnities set forth in any other PBGC Security Documents, in each case which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Agreement, the Termination Date Security Interest and all other security interests granted hereby shall terminate in accordance with Section 9.14 of the Pledge and Security Agreement. (as defined below), this Agreement b) A Grantor shall automatically be released from its obligations hereunder and the security interest created hereby Security Interest in the Collateral of such Grantor shall be automatically terminate (released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary of any Borrower; provided that all indemnities set forth in Section 11 hereof the Required Lenders shall survive any have consented to such termination), transaction (to the extent required by the Credit Agreement) and the Pledgee, at the request and expense terms of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument consent did not provide otherwise. (c) Upon any sale or instruments acknowledging the satisfaction and termination other transfer by any Grantor of this Agreement (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note that is permitted under the Credit Agreement is outstanding (and all Loans have been repaid Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in full), all Letters of Credit have been terminated or Cash Collateralized any Collateral pursuant to the Credit Agreement or the Pledge and Security 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 5, the Collateral Agent shall execute and deliver to any Grantor at such Grantor’s expense, all Obligations then outstanding (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 consideration to be received in the sale, transfer, or other than contingent indemnities described 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 12.4 of 5 shall be without recourse to or warranty by the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashCollateral Agent.

Termination; Release. (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 herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such the Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments Instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such the Pledgor (without recourse 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and 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 (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” the term "TERMINATION DATE" shall mean the date upon which all of the Total Commitment Commitments have been terminated, terminated and no Note under the Letters of Credit Agreement is are outstanding (and all Revolving Loans have been repaid paid in full), full and all Letters of Credit other Obligations have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding paid in full (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to any indemnity, not then due and payable, which no claim has been asserted) have been irrevocably paid in full in cashby its terms shall survive such termination and payment).

Termination; Release. (a) On This Agreement shall create a continuing security interest in the Termination Collateral and shall (i) remain in full force and effect until the Second Priority Obligations Payment Date shall have occurred, (as defined below)ii) be binding upon each Grantor, this Agreement its successors and assigns and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each of the Second Priority Secured Parties and their respective successors, transferees and assigns. Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest created granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (provided that all indemnities set forth in Section 11 hereof shall survive other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party). Upon any such termination), the Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the PledgeeGrantors such documents as the Grantors shall reasonably request to evidence such termination. (b) In the event that any part of the Collateral of the Grantors (i) is disposed of in connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent applicable, such Collateral will, in the case of a disposition, be sold free and clear of the Liens created by this Agreement and, in each case, the Collateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 Grantor (without recourse and without any representation or warranty) such of the Collateral of such Grantor as is then being (or has been) so sold or released and has not theretofore been sold released pursuant this Agreement. (c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor desires that the Collateral of such Grantor be released as provided in the foregoing Sections 15(a) or otherwise applied or delivered (b), the Borrower shall deliver to the Collateral Agent a certificate signed by a Responsible Officer stating that the release of the respective Collateral is permitted pursuant to Sections 15(a) or (b). The Collateral Agent shall have no liability whatsoever to any Second Priority Secured Party as the result of any release of Collateral by it as permitted by this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderSection 15. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash16.

Termination; Release. (a) On After the Lien 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 herein shall survive any such termination), and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will execute and deliver to such Pledgor a proper Grantor such instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingas reasonably requested by such Grantor, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Security Agreement Collateral as may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Lien Termination Date” shall mean the date upon which the Total Commitment (i) all Obligations (other than indemnities for which no request for payment has been made) have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid indefeasibly paid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding other Loan Documents and all Letters of Credit and commitments thereunder have been terminated, all Interest Rate Protection Agreements have been terminated, and the obligations of the Grantors under the Mission Guaranty have been terminated or (other than contingent indemnities described in ii) the Collateral Agent and, to the extent required by Section 12.4 11.01(a)(vii) of the Credit Agreement, each of the Banks shall have released all of the Security Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashCollateral.

Termination; Release. (a) On After the Termination Date (as defined below)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 the respective 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used 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 this accordance with the Credit Agreement, “Termination Date” shall mean ) or any other transaction expressly permitted by the date upon Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Total Commitment Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated connection with a sale or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in disposition permitted by Section 12.4 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of preceding clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with respect the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, 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 4 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 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 by it in accordance with (or which no claim has been assertedthe Collateral Agent in good faith believes to be in accordance with) have been irrevocably paid in full in cashthis Section 19.

Termination; Release. (a) On the Termination Date (as defined below)Date, this Agreement and the security interest created granted hereby shall automatically terminate and be released without the requirement for any further action by any Person (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination), and the Pledgee, at the reasonable request and expense of the respective Pledgor, will promptly (and the Secured Creditors hereby authorize the Pledgee to) execute and file or deliver to such Pledgor the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the applicable Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment 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), all Letters of Credit issued under the Credit Agreement have been terminated or Cash Collateralized pursuant otherwise addressed in a manner reasonably acceptable to the Credit Agreement Administrative Agent or the applicable Issuing Bank(s) and all other Obligations then outstanding (other than Obligations in respect of (x) any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedreimbursement and indemnification obligations not yet accrued and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earlier to occur of (x) the date upon which (i) the Total Commitment Non-Existing Senior Subordinated Secured Notes Obligations Termination Date shall have been terminatedoccurred and (ii) if (but only if) an Event of Default under, no Note under and as defined in, the Credit Agreement is outstanding (and all Loans have been repaid in full)Existing Senior Subordinated Secured Notes Indenture exists on the Non-Existing Senior Subordinated Secured Notes Obligations Termination Date, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Existing Senior Subordinated Secured Notes Obligations then outstanding (other than contingent those arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim has been assertedmade) then owing have been irrevocably indefeasibly paid in full (or defeased in cashaccordance with the terms of the Existing Senior Subordinated Secured Notes Indenture) and (y) that date upon which the Required Secured Creditors shall have released all of the Collateral pledged hereunder in accordance with the requirements of Section 11.8(b) or (c) below.

Termination; Release. (a) On After the Termination Date (as defined below)Date, this Agreement (or, to the extent any other Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, such other Security Document) shall terminate and the security interest created interests granted hereby shall be released automatically terminate (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 8.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent (or, to the extent any other Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the collateral agent or mortgagee under such other Security Document), at the request and expense of the respective PledgorAssignor (or, to the extent any other Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document), will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 all of the Total Commitment Commitments under the DIP Credit Agreement have been terminated, no Note under the DIP Credit Agreement is outstanding (and all Loans thereunder have been repaid in full), full and all Letters of DIP Credit Document Obligations then due and payable have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On 17.6.1 After the Termination Date (as defined below)Date, this Agreement Deed shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the security interest created hereby Hypothecated Property shall automatically terminate revert to the Grantor (provided that all indemnities set forth herein including, without limitation in Section 11 hereof 16.1 hereof, shall survive any such termination), ) and the PledgeeAttorney, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor the Grantor a proper instrument or instruments (including discharges to be published at the Register of Personal and Movable Real Rights and the Land Register of Québec) acknowledging the satisfaction and termination of this Agreement (includingDeed, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the Grantor (without recourse and without any representation or warranty) such of the Collateral Hypothecated Property as may be in the possession of the Attorney and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Deed. 17.6.2 In the event that, at any time prior to the Termination Date, any part of the Hypothecated Property is sold or otherwise disposed of (to a Person other than a Credit Party) in connection with a sale or disposition permitted by Section 9.02 of the TL Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 12.11 of the TL Credit Agreement), and the fruits and revenues of such sale or disposition (or from such release) are applied in accordance with the terms of the TL Credit Agreement, together with any undated stockto the extent required to be so applied, partnership or membership powers with respect thereto and together with any moneys the Attorney, at the time held by request and expense of the Pledgee or any of its sub-agents hereunder. As used in this AgreementGrantor, “Termination Date” shall mean will duly release from the date upon which the Total Commitment have been terminated, no Note under the Credit Agreement is outstanding Hypothec created hereby (and all Loans have 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 Grantor (without recourse and without any representation or warranty) such of the Hypothecated Property as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Attorney and has not theretofore been repaid in full), all Letters released pursuant to this Deed. 17.6.3 At any time that the Grantor desires that the Attorney take any action to acknowledge or give effect to any release of Credit have been terminated or Cash Collateralized Hypothecated Property pursuant to the Credit Agreement foregoing Section 17.6.2, the Grantor shall deliver to the Attorney (and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 the relevant nominee or mandatary, if any, designated hereunder) a certificate signed by a Responsible Officer of the Credit Agreement with respect Grantor stating that the release of the respective Hypothecated Property is permitted pursuant to which no claim has been asserted) have been irrevocably paid in full in cashsuch Section 17.6.

Termination; Release. (a) On After the Termination Date (as defined below), 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 the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Loan Commitment have has been terminated, and all Credit Document Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no Note under amounts are then due and payable in respect thereof) have been indefeasibly paid in full (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 10.15(d) of the Credit Agreement is outstanding (and all Loans have been repaid in fullbut subject to the provisions thereof that certain Collateral shall remain subject to the provisions hereof), all Letters (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of iv) the date upon which the Credit Agreement with respect Documents are amended to which no claim has been asserted) have been irrevocably paid in full in cashrelease all Collateral subject to this Agreement.

Termination; Release. (a) On This Agreement shall automatically terminate upon the satisfaction and discharge of the Indenture in accordance with Section 3.02 of the Supplemental Indenture or a Covenant Termination Date (as defined below)of the Indenture in accordance with Section 3.03 of the Supplemental Indenture. Upon termination hereof, this Agreement and the security interest created Lien granted hereby shall automatically terminate and all rights to the Pledged Collateral shall automatically revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable law. The Lien granted hereby shall be automatically released and shall automatically terminate with respect to all or any portion of the Pledged Collateral in accordance with Section 8.03 of the Supplemental Indenture. A Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Note Party in accordance with the Indenture. (b) In accordance with, and subject to the provisions of, Section 8.02(b) of the Supplemental Indenture, any of the Liens granted hereby may be subordinated pursuant to an Accepted Form of non-disturbance agreement or other agreement necessary or advisable to consummate a Permitted Commercialization Arrangement. (c) In connection with any termination or release pursuant to paragraph (a) of this Section 10.3, so long as Issuer shall have provided that all indemnities set forth the Collateral Agent with such certifications or documents as provided in Section 11 hereof shall survive any such termination), 8.03(b) and the Pledgee, at the request and expense (c) of the respective PledgorSupplemental Indenture, will the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor a proper instrument shall reasonably request to evidence such termination or instruments acknowledging the satisfaction release and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to shall perform such other actions reasonably requested by such Pledgor (without recourse to effect such release, including delivery of certificates, securities and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashinstruments.

Termination; Release. (a) On the Termination Date (as defined below)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 6.1 hereof, shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Revolving Loan Commitment have been terminated, no Note under the Credit Agreement is outstanding (and has been terminated, all Loans and Unpaid Drawings have been repaid paid in full), all Letters of Credit have been terminated (or Cash Collateralized have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 102% of the aggregate Stated Amount of all Letters of Credit Agreement outstanding at such time)), and all other Credit Document Obligations then outstanding (other than indemnities and other contingent indemnities described in Section 12.4 of payment obligations under the Credit Agreement with respect to Documents which no claim has been assertedare not then due and payable) then due and payable have been irrevocably paid in full in cashfull.

Termination; Release. Subject to the terms of the Intercreditor Agreement: (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 herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Total Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all PBGC Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to 11 hereof and any other indemnities set forth in any other Security Documents, in each case which no claim has been assertedare not then due and payable) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Agent (for the benefit of itself and the other Canadian Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been 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 Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, this Agreement (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 security interest created hereby shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination)Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the Pledgeetermination of this Security Agreement, at the Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Canadian 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. (b) The Collateral shall be released from the Lien of this 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 the Credit Agreement, the Agent shall, upon the request and at the sole cost and expense of the respective PledgorGrantor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (Grantor, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including PPSA termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, Grantor shall, upon request of the 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 Canadian Credit Party as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Assignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 both (i) the Total Commitment Non-2003 Senior Secured Notes Obligations Termination Date shall have been terminated, no then (or theretofore) occurred and (ii) all 2003 Senior Secured Notes Obligations and 2003 Senior Secured Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Refinancing Obligations then outstanding (other than contingent those arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim has been assertedmade) then owing have been irrevocably paid in full (or been defeased in cashaccordance with the terms of the 2003 Senior Secured Notes Indenture or any 2003 Senior Secured Note Refinancing Document, as the case may be). (b) In the event that any part of the Collateral is sold 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 the proceeds of any such sale or disposition or other release are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as 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 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 10.8(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 Trust Indenture Act in connection with the release of property or Liens hereunder and (ii) the parties hereto agree that if any amendments to this Agreement or any other Security Documents are required in order to comply with the provisions of the Trust Indenture Act, such parties shall cooperate and act in good faith to effect such amendments as promptly as practicable.

Termination; Release. (a) On This Agreement, the Termination Date 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 (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations (other than the Other Liabilities) shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as such term is defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized in accordance with the Credit Agreement, or (C) been supported by another letter of credit in a manner satisfactory to the L/C Issuer and the Administrative Agent, and (iv) all Unreimbursed Amounts shall have been paid in full, provided, however, that in connection with the termination of this Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the 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 obligations that may thereafter arise with respect to the Other Liabilities to the extent not provided for thereunder. (b) A Pledgor shall automatically be released from its obligations hereunder and the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) on the Pledged Collateral of such Pledgor shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which such Pledgor ceases to be a Subsidiary; provided that each Lender shall have consented to such transaction (if and to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise; provided further that any release of Pledged Collateral or any Pledgor in the manner permitted by this Agreement and the Credit Agreement shall not require the consent of holders of Other Liabilities under such transactions. (c) Upon any Permitted Disposition by any Pledgor of any Pledged Collateral, or upon the effectiveness of any written consent to the release of the security interest created granted hereby in any Pledged Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Pledged Collateral shall be automatically terminate released. (provided that all indemnities set forth d) The Pledged Collateral shall be released from the Lien of this Agreement in Section 11 hereof shall survive any such termination), accordance with the provisions of this Agreement and the PledgeeCredit Agreement. Upon termination hereof or any release of Pledged Collateral in accordance with this SECTION 8.4, the Collateral Agent shall, upon the request and at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Pledgors, against receipt and without recourse and without any representation to or warranty) 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) or all of the Pledged Collateral (in the case of termination of this Agreement) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement 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. (e) The Collateral Agent shall have no liability whatsoever to any Credit Party as the result of any release of Pledged Collateral by it as permitted (or which no claim has been assertedthe Collateral Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 8.4.

Termination; Release. (a) On After the Termination Date (as defined below)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 the respective 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 financing statement amendments 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party in this accordance with the Credit Agreement, “Termination Date” shall mean ) or any other transaction expressly permitted by the date upon Credit Agreement requires a release of the relevant Collateral (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Total Commitment Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated connection with a sale or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in disposition permitted by Section 12.4 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with respect the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, 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 4 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 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 by it in accordance with (or which no claim has been assertedthe Collateral Agent in good faith believes to be in accordance with) have been irrevocably paid in full in cashthis Section 19.

Termination; Release. When all the Secured Obligations have been paid in full (a) On the Termination Date (as defined belowother than contingent liabilities not then due and payable), 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 Indenture, the Collateral Agent shall, upon the request 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 Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (Pledgor, against receipt and without recourse and without any representation to or warranty) warranty by the Collateral Agent, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as has may be in possession of the Collateral Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been asserted) any other Pledged Collateral, proper documents and instruments acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be, in form and substance reasonably satisfactory to the Collateral Agent. The Liens securing the Secured Obligations securing the Notes will be released, in whole or in part, as provided in Section 10.3 of the Indenture. The Liens securing Permitted Additional Pari Passu Obligations of any series will be released, in whole or in part, as provided in Additional Pari Passu Agreement governing such obligations. The Issuer shall provide the Collateral Agent with an Officers’ Certificate certifying that all conditions to the release of the Liens securing the Permitted Additional Pari Passu Obligations as set forth in the Additional Pari Passu Agreements have been irrevocably paid in full in cashsatisfied.

Termination; Release. (a) On This Agreement, the Termination Date Security Interest and all other security interests granted hereby shall terminate in accordance with Article 10 of the Credit Agreement. (as defined below), this Agreement b) A Grantor shall automatically be released from its obligations hereunder and the security interest created hereby Security Interest in the Collateral of such Grantor shall be automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such termination), and the Pledgee, at the request and expense Grantor ceases to be a Subsidiary or a Restricted Subsidiary of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument Borrower. (c) Upon any sale or instruments acknowledging the satisfaction and termination other transfer by any Grantor of this Agreement (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 (without recourse and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note that is permitted under the Credit Agreement is outstanding (and all Loans have been repaid Agreement, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in full), all Letters of Credit have been terminated or Cash Collateralized any Collateral pursuant to the Credit Agreement 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 Obligations then outstanding (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 consideration to be received in the sale, transfer, or other than contingent indemnities described 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 12.4 9.14 shall be without recourse to or warranty by the Collateral Agent. [Remainder of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.page intentionally left blank]

Termination; Release. (a) On After the Termination Date (as defined below)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 the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitationwill terminate such control agreements or similar agreements with respect to the Collateral as may then exist, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment total commitments to provide extensions of credit under all Secured Debt Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized terminated, all extensions of credit pursuant to the Credit Agreement any Interest Rate Protection Agreements have been repaid in full and all Obligations then outstanding (other than contingent arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim request has been assertedmade) have been irrevocably paid in full in cashfull.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided 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 execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingas provided above, without limitation, UCC financing statement amendments 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 may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or any a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of its sub-agents hereundera 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” "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 repaid paid in full), ) and all Letters of Credit other Obligations have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding paid in full (other than contingent arising from indemnities described for which no request has been made). (b) In the event that any part of the Collateral is sold or otherwise disposed of in connection with a sale or other disposition permitted by Section 12.4 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 respect 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 and as may be in possession of the Pledgee 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 18(a) or (b), it shall deliver to the Pledgee a certificate signed by a principal executive officer stating that the release of the respective Collateral is permitted pursuant to Section 18(a) or (b). The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in accordance with (or which no claim has been assertedthe Pledgee in the absence of gross negligence and willful misconduct believes to be in accordance with) have been irrevocably paid in full in cashthis Section 18.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement The Pledged Collateral and the security interest created hereby Secured Obligations of any Pledgor shall automatically terminate (provided that all indemnities set forth in Section 11 hereof shall survive any such termination), and be released from the 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 Lien of this Agreement (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 (without recourse and without any representation or warranty) such in accordance with the provisions of the Collateral as has not theretofore been sold or otherwise applied or delivered pursuant to this Credit Agreement, together with any undated stock, partnership including upon the transfer or membership powers with respect thereto and together with any moneys at Disposition of the time held Pledged Collateral in a manner not prohibited by the Pledgee or any of its sub-agents hereunderCredit Agreement. As used in this AgreementFurthermore, “Termination Date” shall mean when all the date upon which the Total Commitment Secured Obligations have been terminatedpaid in full, no Note the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement is outstanding (shall have expired or been sooner terminated and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized 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 automatically 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 Administrative 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 Administrative Agent except as to the fact that the Administrative 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 Administrative Agent and as shall not have been sold or otherwise applied pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to which no claim has been assertedany other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) have been irrevocably paid in full in cashacknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

Termination; Release. (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 herein including, without limitation, in Section 11 hereof shall survive any such termination), ) and the Pledgee, at the request and expense of the respective 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 financing statement amendments termination statements and instruments of satisfaction, discharge and/or reconveyance) ), and will will, subject to the provisions of the Intercreditor Agreement, 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunderhereunder 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 Total Commitment Obligations Termination Date shall have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashoccurred.

Termination; Release. i. This Security Agreement, the Lien in favor of the Agent (afor the benefit of itself and the other Credit Parties) On and all other security interests granted or otherwise held by Agent (for the Termination Date benefit of itself and the other Credit Parties) shall automatically terminate without further action on the part of any Person, when (i) the Commitments shall have expired or been terminated and the L/C Issuer has no further obligation to issue Letters of Credit (as defined below)in the Credit Agreement) under the Credit Agreement, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash, and (iii) all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been 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 Agent, provided, however, that (A) this Security Agreement, the Lien in favor of the Agent (for the benefit of itself and the other Credit Parties) and 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 Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (B) in connection with the termination of this Security Agreement, the Agent may require such indemnities and collateral security 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 Credit Agreement. |US-DOCS\118204566.6|| ii. The Collateral shall be automatically released from the Lien of this Security Agreement in accordance with the provisions of this Security Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth Credit Agreement. Upon termination hereof or any release of Collateral in Section 11 hereof shall survive any such termination), accordance with the provisions of this Security Agreement and the PledgeeCredit Agreement, the Agent shall promptly, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors or their designees, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral or other property to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) that has been delivered to the Agent pursuant to the terms hereof and as has shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral or property, proper documents and instruments (including authorization to file UCC3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral or property, as the case may be. ▇▇▇. ▇▇ any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the 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 as permitted (or which no claim has been assertedthe Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On Upon termination of the Termination Date Aggregate Commitments and payment in full of all Secured Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as defined below), to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made this Agreement shall terminate and the security interest Pledged Collateral shall be automatically and without further action released from the Liens in favor of the Collateral Agent and the other Secured Parties created hereby hereby, and all obligations (other than those expressly stated to survive such termination) of each Pledgor to the Collateral Agent or any other Secured Party hereunder shall automatically terminate (provided that terminate, all indemnities set forth in Section 11 hereof shall survive without delivery of any instrument or performance of any act by any party. At the sole expense of any Pledgor following any such termination), and the Pledgee, at the request and expense of the respective Pledgor, will execute and Collateral Agent shall deliver to such documents as such Pledgor a proper instrument or instruments acknowledging the satisfaction shall reasonably request to evidence such release and termination of this Agreement termination. (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyanceb) and will duly assign, transfer and deliver to such Pledgor (without recourse and without If any representation or warranty) such of the Collateral as has not theretofore been sold shall (i) be sold, transferred or otherwise applied disposed of by any Pledgor in a sale, transfer or delivered 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, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held . If a Pledgor is disposed of pursuant to a transaction permitted 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 Commitment have been terminated, no Note under the Credit Agreement or is outstanding otherwise released from its guarantee pursuant to (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of extent permitted by) the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.Agreement, such Pledgor shall be automatically and without further action released from its obligations under this

Termination; Release. (a) On This Agreement shall automatically terminate and the Pledged Collateral shall automatically be released from the Lien granted hereby upon the satisfaction of the Termination Date (as defined below)Conditions. Upon termination hereof, this Agreement and the security interest created Lien granted hereby shall automatically terminate and all rights to the Pledged Collateral shall automatically revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. The Lien granted hereby shall be automatically released and shall automatically terminate with respect to any Pledged Collateral (provided i) to the extent that all indemnities set forth such Pledged Collateral is sold or transferred as part of any sale or other transfer permitted under the Credit Agreement or under any other Loan Document to a Person that is not a Loan Party, (ii) to the extent such Pledged Collateral is owned by a Loan Party, upon the release of such Loan Party from its Guarantee otherwise in accordance with the Loan Documents, (iii) to the extent such Pledged Collateral becomes Excluded Assets or (iv) to the extent approved, authorized or ratified in writing in accordance with Section 11 hereof shall survive any such termination), and the Pledgee, at the request and expense 11.02 of the respective PledgorCredit Agreement. For the avoidance of doubt, will a Pledgor shall automatically be released from its obligations hereunder if it ceases to be a Loan Party in accordance with the Credit Agreement. (b) In connection with any termination or release pursuant to paragraph (a) of this Section 10.3, so long as the Borrower shall have provided the Collateral Agent with such certifications or documents as the Collateral Agent shall reasonably request, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor a proper instrument shall reasonably request to evidence such termination or instruments acknowledging the satisfaction release and termination of this Agreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to shall perform such other actions reasonably requested by such Pledgor (without recourse to effect such release, including delivery of certificates, securities and without any representation or warranty) such of the Collateral as has not 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 together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cashinstruments.

Termination; Release. (a) On After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall terminate and the security interest created hereby shall automatically terminate be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor the respective Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the first to occur of (i) that date upon which the Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full)outstanding, all Letters of Credit have been terminated or Cash Collateralized and all other Credit Agreement Obligations (excluding normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof) then owing by such Assignor have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence of Section 26 of Part I of the Fifth Amendment to Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 or the Administrative Agent directs the Collateral Agent to release the Collateral pursuant to the second sentence of the Credit Agreement with respect to which no claim has been asserted) have been irrevocably paid in full in cash.Section

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Agent (as defined below), this Agreement for the benefit of itself and the other Credit Parties) and all other security interests granted hereby (1) shall terminate with respect to all Secured Obligations when (i) the principal of and interest created hereby on each Loan and all fees and other Secured Obligations shall automatically terminate (provided have been paid in full in cash provided, however, that all in connection with the termination of this Security Agreement, the Agent may require such indemnities set forth in Section 11 hereof as it shall survive any such termination)reasonably deem necessary or appropriate to protect the Credit Parties against loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (2) shall continue to be effective or be reinstated, as the Pledgeecase may be, 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 the Grantors upon the bankruptcy or reorganization of any Loan Party or otherwise.. (b) The Collateral shall be released from the Lien of this Security Agreement in accordance with the provisions of the Credit Agreement (which release shall be automatic in the case of any sale, transfer or disposition permitted under Section 7.05 of the Credit Agreement). Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, the Agent shall, upon the request and at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon reasonable request of the 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 as permitted (or which no claim has been assertedthe Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 9.5.

Termination; Release. (a) On the Termination Date (as defined below), this Agreement and the pledge and security interest created hereby granted hereunder, shall automatically terminate and all rights to the Collateral shall revert to the applicable Pledgor (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 any Pledgor, will execute and deliver to such Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC financing statement amendments termination statements and instruments Instruments of satisfaction, discharge and/or reconveyance) ), and will duly assign, transfer and deliver to such Pledgor (without recourse 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its nominees or 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, the term “Termination Date” shall mean the date upon which all of the Total Commitment Commitments shall have been terminatedterminated in full, no Note Loans or Notes under the Credit Agreement is outstanding (shall be outstanding, and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized Obligations (other than Obligations pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement with respect to which no claim has been assertedSpecified Swap Agreements) shall have been irrevocably paid in full and in cash.

Termination; Release. (a) On After the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9.1 hereof shall survive any such termination), ) and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement (includingAgreement, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor 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 delivered released pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earlier to occur of (x) the date upon which (i) the Total Commitment Non-Senior [Subordinated] Secured Notes Obligations Termination Date shall have been terminatedoccurred and (ii) if (but only if) an Event of Default under, no Note under and as defined in, the Credit Agreement is outstanding (and all Loans have been repaid in full)Senior [Subordinated] Secured Notes Indenture exists on the Non-Senior [Subordinated] Secured Notes Obligations Termination Date, all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Senior [Subordinated] Secured Notes Obligations then outstanding (other than contingent those arising from indemnities described in Section 12.4 of the Credit Agreement with respect to for which no claim has been assertedmade) then owing have been irrevocably indefeasibly paid in full (or defeased in cashaccordance with the terms of the Senior [Subordinated] Secured Notes Indenture) and (y) that date upon which the Required Secured Creditors shall have released all of the Collateral pledged hereunder in accordance with the requirements of Section 11.8(b) or (c) below.

Termination; Release. (a) On This Security Agreement, the Termination Date Lien in favor of the Agent (as defined below), this Agreement for the benefit of itself and the other Credit Parties) and all other security interest created interests granted hereby shall automatically terminate with respect to all Secured Obligations (provided other than contingent indemnification obligations for which claims have not been asserted) when (i) the Commitments shall have expired or been 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; provided, however, that all in connection with the termination of this Security Agreement, the Agent may require such indemnities set forth 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 obligations that may thereafter arise with respect to the Other Liabilities. (b) The Collateral shall be released from the Lien of this Security Agreement in Section 11 accordance with the provisions of the Term Loan Agreement. Upon termination hereof shall survive or any such termination)release of Collateral in accordance with the provisions of the Term Loan Agreement, the Agent shall, upon the request and the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement (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 (the Grantors, against receipt and without recourse and without any representation to or warranty) warranty by the Agent, such of the Collateral to be released (in the case of a release) or all of the Collateral (in the case of termination of this Security Agreement) as has may be in possession of the Agent and as shall not theretofore have been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys 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 Commitment have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been repaid in full), all Letters of Credit have been terminated or Cash Collateralized pursuant to the Credit Agreement and all Obligations then outstanding (other than contingent indemnities described in Section 12.4 of the Credit Agreement terms hereof, and, with respect to any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Agent take any action described in clause (b) of this SECTION 8.5, such Grantor shall, upon request of the 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 8.5. The Agent shall have no liability whatsoever to any other Credit Party as the result of any release of Collateral by it as permitted (or which no claim has been assertedthe Agent in good faith believes to be permitted) have been irrevocably paid in full in cashby this SECTION 8.5.