Common use of Termination; Release Clause in Contracts

Termination; Release. (a) On the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth 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, 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, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeAdministrative Agent, at the written request and expense of the respective Pledgor, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) free from any interest of the Administrative Agent or Lien granted hereunder such of the Collateral as may be in the possession of the PledgeeAdministrative Agent, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsthe Intercreditor Agreement or, so long as no amounts are then due and payable in respect if the OPMW Second Lien Documents shall have terminated pursuant to the terms thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in fullto Pledgor, and (ii) the Leverage Release Date has not theretofore been sold or otherwise applied or released pursuant to this Agreement together with such notices to third parties as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other secured obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeAdministrative Agent, at the written request and expense of the respective PledgorGrantor, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the Grantor the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) free from any interest of the Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the Pledgee, if any. As used in Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsthe Intercreditor Agreement or, so long as no amounts are then due and payable in respect if the OPMW Second Lien Documents shall have been terminated pursuant to the terms thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) to the Leverage Release Date Grantor together with such notices to third parties as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On After the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, 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, 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 Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) Revolving Loan Commitment and the Commitments (as defined in the Term Loan Agreement) all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit 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 Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (excluding (x) normal continuing indemnity obligations other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralizedpayable) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 13 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 such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee or any of its sub‑agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest time held by the Pledgee or any of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminatedits sub-agents hereunder and, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters to any Collateral consisting of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) an Uncertificated Security issued by a Subsidiary of the Bank Facility AgreementsCompany (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).

Termination; Release. (a) On After the Lien Termination DateDate (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will promptly 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 AgreementAgreement as reasonably requested by such Grantor, 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 Pledgee, if anyCollateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Lien Termination Date” shall mean the earliest of date upon which (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations other than indemnities for which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have request for payment has been Cash Collateralizedmade) have been indefeasibly paid in full, the Credit Agreement and all 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 (ii) the Leverage Release Date as defined in Collateral Agent and, to the extent required by Section 5.10(c11.01(a)(vii) of the Bank Facility AgreementsCredit Agreement, each of the Banks shall have released all of the Security Agreement Collateral.

Termination; Release. (a) On the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 13 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 such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest time held by the Pledgee or any of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminatedits sub-agents hereunder and, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters to any Collateral consisting of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) an Uncertificated Security issued by a Subsidiary of the Bank Facility AgreementsCompany (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).

Termination; Release. (a) On After the Termination Date, this Agreement 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 (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, will terminate such control agreements or similar agreements with respect to the Collateral as may then exist, 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 PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any monies at the time held by the Pledgee or any its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments (as defined total commitments to provide extensions of credit under all Secured Debt Agreements have terminated, and all Loans have been repaid in the full, all Letters of Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, all extensions of credit pursuant to any Interest Rate Protection Agreements have been repaid in full and all Obligations (excluding (x) normal continuing indemnity obligations other than arising from indemnities for which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have request has been Cash Collateralizedmade) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On When all of the Termination DateSecured Obligations have been irrevocably paid and performed in full, all Qualifying ▇▇▇▇▇▇ have been terminated, the Grantor removes all Banks as parties to the Credit Agreement and notifies the Collateral Agent of all such facts, this Security Agreement shall automatically terminate (except as provided that all indemnities set forth herein shall survive any such termination) and the Lien in Section 7.10 of the Pledgee granted hereunder shall automatically be releasedthis Security Agreement), and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor a the Grantor the proper instrument or instruments acknowledging the satisfaction and termination of this Security Agreement, and will duly assign, transfer and deliver to such Pledgor the Grantor or, in the case of Bank Collateral that is not Retained Bank Collateral, the Bank entitled thereto (without recourse and without any representation or warranty) warranty of any kind), such of the Collateral as may be in the possession of the Pledgee, if any. As used in Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in Security Agreement or the Credit Agreement, and shall take such other action, at the Grantor’s expense, as the Grantor may reasonably request to effectuate the foregoing. To the extent any Collateral is sold or otherwise disposed as permitted under this Security Agreement, such Collateral (unless sold or otherwise disposed to a Credit Party Entity) shall be sold or otherwise disposed free and clear of the Liens created hereby (which Liens shall be automatically released upon such permitted sale or other disposition), and the Commitments (as defined Collateral Agent shall be authorized to take any actions deemed appropriate by it in order to effect the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsforegoing.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no OPMW Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeOPMW Administrative Agent, at the written request and expense of the respective Pledgor, will promptly authorize, execute and deliver deliver, as applicable, to such the Pledgor a the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) free from any interest of the OPMW Administrative Agent or Lien granted hereunder such of the Collateral as may be in the possession of the PledgeeOPMW Administrative Agent, if any. As used in this Agreement, “Termination Date” shall mean to the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminatedPledgor, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance has not theretofore been sold or otherwise applied or released pursuant to this Agreement together with their terms, so long such notices to third parties as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement 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 AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (i) other than an Uncertificated Security credited on the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminatedbooks of a Clearing Corporation), and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsa Partnership Interest or a Limited Liability Company Interest, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) a termination of the Bank Facility Agreements.agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement 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 such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (i) other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminatedbooks of a Clearing Corporation or Securities Intermediary), and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) a termination of the Bank Facility Agreements.agreement relating thereto

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement 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 the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements 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 may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether 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” " shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) all Interest Rate Agreements have been terminated, no Note is outstanding (and all Loans have been paid in full) and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other secured obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeAdministrative Agent, at the written request and expense of the respective PledgorBorrower, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the Borrower the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor deliver, (without recourse and without any representation or warranty) free from any interest of the Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the PledgeeAdministrative Agent, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsthe Intercreditor Agreement or, so long as no amounts are then due and payable in respect if the OPMW Second Lien Documents shall have terminated pursuant to the terms thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in fullto the Borrower, and (ii) the Leverage Release Date has not theretofore been sold or otherwise applied or released pursuant to this Agreement together with such notices to third parties as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no OPNY Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeOPNY Administrative Agent, at the written request and expense of the respective Pledgor, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) free from any interest of the OPNY Administrative Agent or Lien granted hereunder such of the Collateral as may be in the possession of the Pledgee, if any. As used in OPNY Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (Agreement together with such notices to third parties as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, (i) this Agreement shall automatically and unconditionally terminate (provided that all indemnities set forth herein including 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 sole expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements on form UCC-3, releases to be filed and instruments of satisfaction, 18 discharge and/or reconveyance) prepared by the Pledgor acknowledging the satisfaction and termination of this Agreement, (ii) the security interest created hereby will automatically and unconditionally be released, and the Pledgee 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 PledgeePledgee or any of its agents hereunder and as has not theretofore been sold in accordance with this Agreement, if anythe other Credit Documents or applicable law, or otherwise applied or released pursuant to this Agreement, the other Credit Documents or applicable law; without limiting the foregoing, together with Collateral consisting of any monies at the time held by the Pledgee or any of its agents hereunder and (iii) Pledgee shall, upon such Pledgor’s reasonable request, provide evidence (in form and substance reasonably satisfactory to Pledgor) of such release, assignment, transfer or delivery on the Termination Date. As used in this Agreement, “Termination Date” shall mean have the earliest of (i) the date upon which the Total Commitments (as defined meaning set forth in the Credit Security Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On After the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Debtor, will promptly execute and deliver to such Pledgor Debtor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Debtor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if any. As used in this Agreement, “Termination Date” "TERMINATION DATE" shall mean the earliest of date upon which: (i) all of the date upon which Obligations to the Total Commitments (as defined in Lender under the Credit Agreement) Agreement and the Commitments (as defined in the Term related Loan Agreement) have been terminatedDocuments, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsor any amendments, so long as no amounts are then due and payable in respect modifications or restatements thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) all of the Leverage Release Date as defined Cornell Capital Obligations, shall have been indefeasibly paid and performed in full (other than any indemnities described in Section 5.10(c) 8.1 hereof and in respect of obligations under the Warrants, the Common Stock issuable upon exercise of the Bank Facility AgreementsWarrants and the Registration Rights Agreement which are not then due to be performed).

Termination; Release. (a) On the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation in Section 6.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, 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 Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which all of the Total Commitments (as defined in under the Credit Agreement) Agreement have been terminated and the no further Commitments (as defined in the Term Loan Agreement) may be provided pursuant thereto and all Interest Rate Protection/Currency Exchange Agreements entered into with any Other Creditor have been terminated, no promissory notes issued pursuant to the Credit Agreement are outstanding, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated, all Treasury Services have been terminated and all outstanding obligations thereunder and under the Treasury Service Agreement have been repaid in full and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On the Termination DateDate (as defined below), this Agreement 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 AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether 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” " shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) all Interest Rate Agreements have been terminated, no Note is outstanding (and all Loans have been paid in full) and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (a) On the Termination Date, this This Security Agreement shall automatically terminate (provided that all indemnities set forth herein shall survive any such termination) and the Lien of the Pledgee granted hereunder security interests created hereby shall automatically be releasedterminate, and the PledgeeCollateral shall be released from the assignment and security interest granted hereby, at when 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, 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, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) Secured Obligations have been terminated, irrevocably and all Obligations unconditionally paid in full (excluding other than (x) normal continuing indemnity obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, arrangements reasonably satisfactory to the applicable Hedge Bank or Cash Management Bank 84027079_3 have been made and (y) contingent indemnification obligations that have not yet been asserted), all commitments under the Credit Agreement have been terminated and are of no further force and effect, no Letters of Credit (other than Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in fullshall be outstanding, and (ii) the Leverage Release Date as defined in Section 5.10(c) none of the Bank Facility AgreementsSecured Parties shall have any obligation (whether actual or contingent) to make available any further advance or financial accommodation under any Loan Document. (b) In connection with any termination or release pursuant to paragraph (a) above, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section ‎19 shall be without representation, recourse to or warranty (express or implied) by the Administrative Agent and shall be at the Grantors’ expense. (c) Upon any sale, lease, transfer or other disposition by any Grantor of any item of Collateral in a transaction permitted by the Loan Documents, the Administrative Agent shall, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no OPMW Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeOPMW Administrative Agent, at the written request and expense of the respective PledgorOPNY Borrower, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the OPNY Borrower the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor the OPNY Borrower (without recourse and without any representation or warranty) free from any interest of the OPMW Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the Pledgee, if any. As used in OPMW Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (Agreement together with such notices to third parties as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no OPNY Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeOPNY Administrative Agent, at the written request and expense of the respective PledgorOPMW Borrower, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the OPMW Borrower the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor the OPMW Borrower (without recourse and without any representation or warranty) free from any interest of the OPNY Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the Pledgee, if any. As used in OPNY Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (Agreement together with such notices to third parties as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeAdministrative Agent, at the written request and expense of the respective Pledgor, will promptly authorize, execute and deliver deliver, as applicable, to such the Pledgor a the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) free from any interest of the Administrative Agent or Lien granted hereunder such of the Collateral as may be in the possession of the PledgeeAdministrative Agent, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsthe Intercreditor Agreement or, so long as no amounts are then due and payable in respect if the OPNY Second Lien Documents shall have terminated pursuant to the terms thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in fullto the Pledgor, and (ii) the Leverage Release Date has not theretofore been sold or otherwise applied or released pursuant to this Agreement together with such notices to third parties as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other Secured Obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeAdministrative Agent, at the written request and expense of the respective PledgorBorrower, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the Borrower the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor deliver, (without recourse and without any representation or warranty) free from any interest of the Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the PledgeeAdministrative Agent, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsthe Intercreditor Agreement or, so long as no amounts are then due and payable in respect if the OPMW Second Lien Documents shall have terminated pursuant to the terms thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in fullto the Borrower, and (ii) the Leverage Release Date has not theretofore been sold or otherwise applied or released pursuant to this Agreement together with such notices to third parties as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no OPMW Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other secured obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeOPMW Administrative Agent, at the written request and expense of the respective PledgorGrantor, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the Grantor the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor the Grantor (without recourse and without any representation or warranty) free from any interest of the OPMW Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the Pledgee, if any. As used in OPMW Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (Agreement together with such notices to third parties as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.

Termination; Release. (a) On After the Termination Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, 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, 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 Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this AgreementAgree ment, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) Aggregate Commitment and the Commitments (as defined in the Term Loan Agreement) all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no 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 secured in a manner satisfactory to the applicable Issuing Lenders in their sole and absolute discretion) and all other Obligations (excluding (x) normal continuing indemnity obligations other than any indemnities described in Section 8.1 hereof and in Section 12.05 of the Credit Agreement which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralizedpayable) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreements.

Termination; Release. (al) On the Termination DateDate (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein 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 AgreementAgreement (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 may be in 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 possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive Loans have been repaid in accordance with their termsfull, so long as no amounts are then due and payable in respect thereof, and (y) all Letters of Credit that have been terminated or Cash CollateralizedCollateralized pursuant to the Credit Agreement or otherwise in a manner reasonably acceptable to the applicable Facing Agent and all other Loan Document Obligations then outstanding (other than contingent indemnities described in Section 4.7 or Section 12.4 in the Credit Agreement with respect to which no claim has been asserted) have been indefeasibly irrevocably paid in full, and (ii) the Leverage Release Date as defined full in Section 5.10(c) of the Bank Facility Agreementscash.

Termination; Release. (a) On the Termination Date, this This Agreement shall automatically create a continuing pledge, assignment of hypothecation of and security interest in the Collateral and shall remain in full force and effect until no OPNY Lender shall have any Commitment outstanding and until the Notes, together with interest, and all other secured obligations are indefeasibly paid in full in cash. This Agreement shall terminate (provided that when all indemnities set forth herein shall survive any such termination) Secured Obligations have been indefeasibly paid in full in cash and the Lien of the Pledgee granted hereunder shall automatically be releasedall Commitments have been terminated, and the PledgeeOPNY Administrative Agent, at the written request and expense of the respective PledgorGrantor, will promptly authorize, execute and deliver deliver, as applicable, to such Pledgor a the Grantor the proper instrument or instruments (which may include Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will promptly duly assign, transfer and deliver to such Pledgor the Grantor (without recourse and without any representation or warranty) free from any interest of the OPNY Administrative Agent or Lien granted hereunder such of the Assignment Revenues or Assignment Collateral as may be in the possession of the Pledgee, if any. As used in OPNY Administrative Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (together with such notices to third parties as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 5.10(c) of the Bank Facility Agreementsmay be necessary to countermand any notices previously sent to them pursuant hereto.