Common use of Termination; Release Clause in Contracts

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentLien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementPledgee, if any. As used in this Agreement, "“Termination Date" ” shall mean the earliest of (i) the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements 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 or Letter amounts are then due and payable in respect thereof, and (y) Letters 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 been Cash Collateralized or for which a back-to-back letter of such Letters of Credit, which credit has been provided) have been supported indefeasibly paid in a manner satisfactory to full, (ii) the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described Release Date as defined in Section 8.1 hereof and in Section 12.13 6.14(d) of the Credit Agreement (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 the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are not then due and payable) have been paid in fullamended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee 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 Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements 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 or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued amounts are then due and will accrue thereon through the stated termination date of such Letters of Credit, which payable in respect thereof) have been supported indefeasibly paid in a manner satisfactory to full (provided the Letter terms of Credit Issuer in its sole the Secured Hedging Agreements and absolute discretionthe other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) and all other Obligations (other than any indemnities described the Collateral Release Date as defined in Section 8.1 hereof and in Section 12.13 10.15(d) of the Credit Agreement (but subject to any deferral requested by the U.S. Borrower pursuant to the last sentence of Section 10.15(d) and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are not then due and payable) have been paid in fullamended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note (as defined in the Credit Agreement) 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 (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After On the Termination DateDate (as defined in 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 terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to the Pledgor such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such all of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 any moneys at the time held by the Pledgee or any of its sub-agents hereunder. (b) 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 8.1 hereof and in Section 12.13 extent required by, the provisions of the Credit Agreement which are 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 then due theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and payabledeliver 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 Section 18(a) or (b). (d) The Pledgee shall have been paid no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in fullaccordance with this Section 18.

Termination; Release. (a) After On 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 Collateral AgentLien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementPledgee, if 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 all Interest Rate Protection Agreements or Other Hedging Agreements the Commitments (as defined in the Term Loan Agreement) 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 (other than any indemnities described excluding (x) normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable 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) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note (as defined in the Credit Agreement) 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 (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After On the Termination DateDate (as defined in 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 terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to the Pledgor such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such all of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 any moneys at the time held by the Pledgee or any of its sub-agents hereunder. (b) In the event that all Fees that have accrued or any part of the Collateral is sold, conveyed or disposed of in connection with any form of asset disposition permitted by the Credit Agreements or otherwise released, in whole or in part, at the direction of the Required Secured Creditors and will accrue thereon through the stated termination date proceeds of such Letters of Creditasset disposition are applied in accordance with, which have been supported in a manner satisfactory and to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 extent required by, the provisions of the Credit Agreement which are 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 then due theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and payabledeliver Collateral as provided in Section 18(a) have been paid 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 fullaccordance with Section 18(a) or (b).

Termination; Release. (a) After the Termination Date, this -------------------- 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 (provided that if any) on each Loan, all indemnities set forth herein includingFees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, without limitationpursuant to the provisions of the Credit Agreement of the Security Documents, in Section 8.1 hereof shall survive such terminationthe 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 AgentAgent shall promptly (and in any event within 10 Business Days), upon the written request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 may be in the possession or control of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreementthe terms hereof, "Termination Date" shall mean and, with respect to any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the date upon which termination hereof or the Total Commitment and 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 release of such Letters of CreditPledged Collateral, which have been supported in a manner satisfactory to as the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullcase may be.

Termination; Release. (a) After This Security Agreement, the Termination Date, this -------------------- Agreement 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 (provided that i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all indemnities set forth herein includingfees and other Secured Obligations shall have been indefeasibly paid in full in cash, without limitation(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 Section 8.1 hereof shall survive such termination) a manner reasonably satisfactory to the L/C Issuer and the Collateral Administrative Agent, and (iv) all Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that may thereafter arise under Section 10.04 of the 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 AssignorGrantors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 may be in the possession of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to the 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 AgreementSECTION 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. As used in this Agreement, "Termination Date" The Collateral Agent shall mean have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Total Commitment and 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 Collateral Agent in a manner satisfactory good faith believes to the Letter of Credit Issuer in its sole and absolute discretionbe permitted) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullby this SECTION 9.5.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note (as defined in the Credit Agreement) 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 as provided in its sole and absolute discretionthe Credit Agreement) and all other Obligations (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements or 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 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 Issuing Lender in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 12.05 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total 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 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 Issuing Bank in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 12.05 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 13 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee or any of its sub-agents hereunder 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 together with any moneys at the date upon which time held by the Total Commitment and all Interest Rate Protection Agreements Pledgee or Other Hedging Agreements have been terminatedany of its sub-agents hereunder and, no Note or Letter with respect to any Collateral consisting of Credit is outstanding an Uncertificated Security issued by a Subsidiary of the Company (other than Letters an Uncertificated Security credited on the books of Credita Clearing Corporation or Securities Intermediary), together with all Fees that have accrued a termination of the agreement relating thereto executed and will accrue thereon through delivered by the stated termination date issuer of such Letters 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 Credit, which have been supported in the Collateral is sold or otherwise disposed of (to a manner satisfactory Person other than a Loan Party) at any time prior to the Letter Termination Date, in connection with a sale or disposition permitted by Section 7.05 of the Credit Issuer Agreement, or is otherwise released pursuant to the Credit Agreement, and the proceeds of such sale or disposition (or from such release) are applied in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 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 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 are not then due has been released 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 payablethe 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 paid no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in fullaccordance with, or which the Pledgee in good faith believes to be in accordance with, this Section 22.

Termination; Release. (a) After This Security Agreement, the Termination Date, this -------------------- Agreement 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 (provided that i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all indemnities set forth herein includingfees and other Secured Obligations shall have been paid in full in cash, without limitation(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 Section 8.1 hereof shall survive such termination) a manner reasonably satisfactory to the L/C Issuer and the Collateral Administrative Agent, and (iv) all L/C Obligations have been paid in full; provided, however, that in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any 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 AssignorGrantors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 may be in the possession of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to the 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 AgreementSECTION 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. As used in this Agreement, "Termination Date" The Collateral Agent shall mean have no liability whatsoever to any other Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Total Commitment and 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 Collateral Agent in a manner satisfactory good faith believes to the Letter of Credit Issuer in its sole and absolute discretionbe permitted) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullby this SECTION 9.5.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment and all Secured Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of under the Credit Agreement is outstanding (other than Letters of Credit, together with and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Loans have been supported paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretionfull) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullfull (other than arising from indemnities for which no request has been made).

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Revolving Loan Commitment and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a1) After the Termination Date, this -------------------- Agreement shall terminate terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Obligor (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof 9.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorObligor, will promptly execute and deliver to such Assignor the Obligor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor 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 released pursuant to this Agreement. As used in this Agreement, ". (2) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) (x) at any time prior to the Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements , in connection with a sale 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 (other than any indemnities described in disposition permitted by Section 8.1 hereof and in Section 12.13 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 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 are not then due and payablethe Collateral Agent believes to be in accordance with) have been paid in fullthis Section 10.9.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Intercreditor Agreement, duly release from the security interest created hereby and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Credit Document Obligations Termination Date shall 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fulloccurred.

Termination; Release. (a) After When all of the Termination Date, Secured Obligations have been indefeasibly paid in full this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, Trustee will promptly execute and deliver to such Assignor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in the possession of the Collateral Agent Trustee and as has not theretofore been sold or otherwise disposed of, applied or released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Grantor's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of the principal amount of the Series A Notes in accordance with Section 3.05(c) or 3.06(b) the Indenture and, upon the direction of the Trustee and at the expense of the Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any Collateral pursuant to this Agreement. As used the terms of the Indenture, the Collateral Trustee will promptly return (and in this Agreementany event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, "Termination Date" shall mean the date upon which the Total Commitment including, without limitation, any Pledged Stock and any and all Interest Rate Protection Agreements instruments of transfer or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together assignments in blank 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 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullrespect thereto.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. 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 Commitments under the Senior Finance Documents have been terminated, no Note or Letter of Documentary Credit (as defined in the Relevant Facilities Agreement) is outstanding (other than Letters of Credit, together with and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Advances have been supported paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full), all Documentary Credits have been terminated, and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement Senior Finance Documents which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 12 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will as promptly as practicable execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Credit Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "“Termination Date" ” shall mean the date upon which (i) the Total Commitment and Commitments under the Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements or applicable to Loans (and/or the Commitments) entered into with any Other Hedging Agreements Creditors have been terminated, (iii) no Note or Letter of under the Credit Agreement is outstanding outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Obligations then due and payable (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 (other than any indemnities described in Section 8.1 12 hereof and described in Section 12.13 11.01 of the Credit Agreement Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have been indefeasibly paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 9.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the earlier to occur of (x) the date upon which (i) the Non-Senior [Subordinated] Secured Notes Obligations Termination Date shall have occurred and (ii) if (but only if) an Event of Default under, and as defined in, the Senior [Subordinated] Secured Notes Indenture exists on the Non-Senior [Subordinated] Secured Notes Obligations Termination Date, all Senior [Subordinated] Secured Notes Obligations (other than those arising from indemnities for which no claim has been made) then owing have been indefeasibly paid in full (or defeased in accordance with the terms of the Senior [Subordinated] Secured Notes Indenture) and (y) that date upon which the Total Commitment and Required Secured Creditors shall have released 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payableCollateral pledged hereunder in accordance with the requirements of Section 11.8(b) have been paid in fullor (c) below.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interests created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof Article VIII hereof, shall survive any such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which no obligations remain pursuant to the Total Commitment HET/JCC Agreement or any other Minimum Payment Guaranty Documents and all Minimum Payment Guaranties have been terminated, the total commitments under the Credit Agreement have been terminated, all Interest Rate Protection Agreements or Other Hedging Agreements and Minimum Payment Guaranties have been terminated, no Note or Letter of under the Credit Agreement is outstanding (other than Letters of Credit, together with and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Loans thereunder have been supported repaid in a manner satisfactory to the Letter full), all letters of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of credit issued under the Credit Agreement which have been terminated, no Senior Subordinated Notes or Senior Subordinated Contingent Notes are not outstanding and all Obligations then due and payable) owing have been paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Aggregate Commitment and all Interest Rate Protection Agreements or 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 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 Issuing Lender in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 12.05 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note Note, Loan 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 (other than any indemnities described in Section 8.1 hereof hereof, in the other Credit Documents and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After Immediately after the Termination -------------------- Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 8.01 hereof shall survive any such termination) ), and the Collateral AgentAssignee, at the request and expense of the respective any Assignor, will as promptly as practicable execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Credit Document, together with any monies at the time held by the Assignee or any of its sub-agents hereunder. As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment under the Credit Agreement has been terminated and all Interest Rate Protection Agreements or applicable to Loans (and/or the Commitments) entered into with any Other Hedging Agreements Creditors have been terminated, no Note or Letter of under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full and all Secured Obligations then due and payable (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 (other than any indemnities described in Section 8.1 8.01 hereof and described in Section 12.13 11.01 of the Credit Agreement Agreement, and any other indemnities set forth in any other Secured Debt Agreement, in each case which are not then due and payable) have been indefeasibly paid in full.

Termination; Release. (a) After the Termination Datetermination of the Total Revolving Commitment and each Interest Rate Agreement, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations have been paid in full, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein includingterminate, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective relevant Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used . (b) So long as no payment default on any of the Obligations is in this Agreementexistence or would exist after the application of proceeds as provided below, "Termination Date" shall mean the date upon which Collateral Agent shall, at the Total Commitment and request of the Assignors, release any or all Interest Rate Protection Agreements or Other Hedging Agreements have been terminatedof the Collateral, no Note or Letter of Credit provided that (x) such release is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through permitted by 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 8.1 hereof and in Section 12.13 terms of the Credit Agreement which (it being agreed for such purposes that a release will be deemed "permitted by the terms of the Credit Agreement" if the proposed transaction is permitted by Section 8.02 of the Credit Agreement) or otherwise has been approved in writing by the Required Banks or, to the extent required by Section 12.12 of the Credit Agreement, all of the Banks and (y) the proceeds of such Collateral are applied as required pursuant to the Credit Agreement or any consent or waiver with respect thereto. (c) At any time that the relevant Assignor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 10.9(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 10.9(a) or (b). In the event that any part of the Collateral is released as provided in the preceding paragraph (b), the Collateral Agent, at the request and expense of such Assignor, will duly assign, transfer and deliver to such Assignor or its designee (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 and as may be in the possession of the Collateral Agent and has not then due and payable) theretofore been released pursuant to this Agreement. The Collateral Agent shall have been paid in fullno liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 10.

Termination; Release. a) MERGEFORMAT (a) After the Termination DateDate (as defined below), without any action on the part of any Secured Creditor, this -------------------- Agreement shall terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 8.1 10.6 hereof shall survive any such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such the 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 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 as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the 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 Agreements or Other Hedging Agreements have been terminated, no Note or Letter under the Credit Agreement is outstanding, all Letters 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) terminated and all other Credit Agreement Obligations (other than any indemnities described excluding normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable 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 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 (iii) that date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement and the security interest 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 8.1 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the reasonable request and expense of the respective AssignorPledgor, will promptly (and the Secured Creditors hereby authorize the Pledgee to) execute and file or deliver to such Assignor 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, and will duly assign, transfer and deliver to such Assignor the applicable Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Commitments under the Credit Agreement have been terminated, no Note or Letter all Loans thereunder have been repaid in full, all Letters of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through issued under the stated termination date of such Letters of Credit, which Credit Agreement have been supported terminated or otherwise addressed in a manner satisfactory reasonably acceptable to the Letter of Credit Issuer in its sole and absolute discretionAdministrative Agent or the applicable Issuing Bank(s) and all other Obligations (other than Obligations in respect of (x) any indemnities described in Section 8.1 hereof Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and in Section 12.13 of the Credit Agreement which are (y) contingent reimbursement and indemnification obligations not yet accrued and payable) then due and payable) payable have been paid in full.

Termination; Release. (a) After Upon the occurrence of the Termination Date, this -------------------- Agreement shall automatically and without further action, as to all Grantors, terminate and have no further force and effect, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof the Credit Agreement with respect to this Agreement shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorGrantor, will promptly execute and deliver to such Assignor Grantor a proper instrument or instruments (including Uniform Commercial Code including, without limitation, (i) UCC termination statements on form UCC-3UCC-3 and (ii) acknowledging a notice of termination for each lien notice filed with the PTO and USCO) to terminate the perfection of the security interests granted pursuant to this Agreement and other notices of Liens and acknowledge the satisfaction and termination of this Agreement, and will duly assign, transfer return to Holdings for the benefit of Holdings and deliver to such Assignor each of its direct and indirect Domestic Subsidiaries (without recourse and without any representation or warranty) such all of the Collateral as may be in the possession of the Collateral Agent and as that has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment Commitments under the Credit Agreement have been terminated and all Interest Rate Protection Agreements or Other Hedging Agreements Credit Document Obligations have been terminated, no Note or Letter paid in full and all Letters of Credit is outstanding have expired or otherwise terminated (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(x) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of indemnification obligations arising under the Credit Agreement Documents which are not then due and payable, (y) Letters of Credit which have been paid in fullCash Collateralized or backstopped on terms reasonably satisfactory to the Collateral Agent and the applicable Issuing Bank or Ancillary Lender and (z) for the avoidance of doubt, liabilities under Designated Hedging Agreements and Designated Treasury Services Agreements).

Termination; Release. (a) After When all of the Termination Date, Secured Obligations have been indefeasibly paid in full this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, Trustee will promptly execute and deliver to such Assignor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in the possession of the Collateral Agent Trustee and as has not theretofore been sold or otherwise disposed of, applied or released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Grantor's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of the principal amount of the Series A Notes in accordance with Section 3.05(c) or 3.06(b) of the Indenture and, upon the direction of the Trustee and at the expense of the Grantors, the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any Collateral pursuant to this Agreement. As used the terms of the Indenture, the Collateral Trustee will promptly return (and in this Agreementany event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, "Termination Date" shall mean the date upon which the Total Commitment including, without limitation, any Pledged Stock and any and all Interest Rate Protection Agreements instruments of transfer or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together assignments in blank 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 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullrespect thereto.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 8.1 hereof 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have under the Credit Agreement has been terminated, no Note or Letter all Loans and Unpaid Drawings have been paid in full, all Letters 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 terminated (or have been cash collateralized or backstopped by another letter of credit, in a manner either case on terms and pursuant to arrangements reasonably satisfactory to the Letter 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 Issuer in its sole and absolute discretion) outstanding at such time)), and all other Credit Document Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of other contingent payment obligations under the Credit Agreement Documents which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After This Security Agreement, the Termination Date, this -------------------- Agreement 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 (provided that i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all indemnities set forth herein includingfees and other Secured Obligations shall have been indefeasibly paid in full in cash, without limitation(iii) all Canadian 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 Section 8.1 hereof shall survive such termination) a manner reasonably satisfactory to the L/C Issuer and the Collateral Administrative Agent, at and (iv) all Unreimbursed Amounts shall have been indefeasibly 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 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 AssignorGrantor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 may be in the possession of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to the 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 AgreementSECTION 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. As used in this Agreement, "Termination Date" The Agent shall mean have no liability whatsoever to any other Canadian Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Total Commitment and 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 Agent in a manner satisfactory good faith believes to the Letter of Credit Issuer in its sole and absolute discretionbe permitted) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullby this SECTION 9.5.

Termination; Release. (a) After the Lien Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive any such termination) ), and the Collateral Agent, at the request and expense of the respective Assignorrelevant Grantor, will promptly execute and deliver to such Assignor a proper Grantor such instrument or instruments (including Uniform Commercial Code termination statements on form 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 Assignor 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 as 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 date upon which (i) all Obligations (other than indemnities for which no request for payment has been made) have been indefeasibly paid in full, the Total Commitment Credit Agreement and all other Loan Documents and all Letters of Credit and commitments thereunder have been terminated, all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter and the obligations 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 Grantors under the Mission Guaranty have been supported in a manner satisfactory terminated or (ii) the Collateral Agent and, to the Letter of Credit Issuer in its sole and absolute discretionextent required by Section 11.01(a)(vii) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement, each of the Banks shall have released all of the Security Agreement which are not then due and payable) have been paid in fullCollateral.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 Article XI hereof shall survive any such termination) and the Collateral Agent, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean together with any moneys at the date upon which time held by the Total Commitment and all Interest Rate Protection Agreements Collateral Agent or Other Hedging Agreements have been terminatedany of its sub-agents hereunder and, no Note or Letter with respect to any Collateral consisting of Credit is outstanding an Uncertificated Security (other than Letters an Uncertificated Security credited on the books of Credita Clearing Corporation), together with all Fees that have accrued a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and will accrue thereon through delivered by the stated termination date issuer of such Letters Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). (b) In the event that any part of Credit, which have been supported in the Collateral is sold or otherwise disposed of (to a manner satisfactory Person other than a Credit Party) at any time prior to the Letter Termination Date, in connection with a sale or disposition permitted by the Credit Documents or is otherwise released at the direction of Credit Issuer the Required Lenders and the proceeds of such sale or disposition (or from such release) are applied in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 accordance with the terms of the Credit Documents, as the case may be, to the extent required to be so applied, the Collateral Agent, at the request and expense of such Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement which are not then due and payableto the extent requested by such Pledgor, deliver UCC termination statements and instruments of satisfaction, discharge and/or reconveyance. At any time that any Pledgor desires that Collateral be released as provided in the foregoing paragraph (a) or (b), it shall deliver to the Collateral Agent a certificate signed by a principal executive officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to paragraph (a) or (b) of this Article XIX. The Collateral Agent shall have been paid in fullno liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted by this Article.

Termination; Release. (a) After When all of the Termination Date, Secured Obligations have been indefeasibly paid in full this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, Trustee will promptly execute and deliver to such Assignor a the respective Grantors, at the expense of the Grantors, the proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse the Grantors, at the expense of the Grantors and without any recourse, representation or warranty) warranty of any kind whatsoever (except with respect to the absence of any liens created by or arising under the Collateral Trustee), such of the Collateral of the respective Grantors as may be in the possession of the Collateral Agent Trustee and as has not theretofore been sold or otherwise disposed of, applied or released PROVIDED, HOWEVER, if no default or Event of Default exists, the Company and each Subsidiary Grantor's Accounts will be automatically released from the Lien at such time as the Company has paid five million dollars ($5,000,000) of the principal amount of the Series A Notes in accordance with the Indenture and the Collateral Trustee will execute and deliver to the respective Grantors the proper instruments acknowledging the termination of such Lien. Upon the release of any Collateral pursuant to this Agreement. As used the terms of the Indenture, the Collateral Trustee will promptly return (and in this Agreementany event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, "Termination Date" shall mean the date upon which the Total Commitment including, without limitation, any Pledged Stock and any and all Interest Rate Protection Agreements instruments of transfer or Other Hedging Agreements have been terminated, no Note or Letter of Credit is outstanding (other than Letters of Credit, together assignments in blank 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 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullrespect thereto.

Termination; Release. (a) After This Agreement, the Termination DateGuarantees, this -------------------- Agreement and the security interests granted hereby shall terminate when all the Secured Obligations have been indefeasibly paid in full in cash, or if applicable, the Guaranteed Obligations have been fulfilled, and the Lenders have no further commitment to lend under the Credit Agreement, the Letter of Credit Liability has been reduced to zero and the Issuing Lender has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Pledgor shall automatically be released from its obligations hereunder and under Section 6 of the Credit Agreement and the security interests in the Pledged Collateral owned or held by such Pledgor 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 a Subsidiary of the Borrower; provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof the Creditors shall survive have consented to such terminationtransaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Pledgor of any Pledged Collateral Agentthat is permitted under the Credit Agreement to any Person that is not Parent or a Subsidiary or, at upon the request and expense effectiveness of any written consent to the release of the respective Assignorsecurity interest granted hereby in any Pledged Collateral pursuant to Section 12.04 of the Credit Agreement, will promptly the security interest in such Pledged Collateral granted hereunder shall be automatically released. (d) In connection with any termination or release pursuant to this Section 21, the Administrative Agent shall execute and deliver to the applicable Pledgor, at such Assignor a proper instrument Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullrelease.

Termination; Release. (a) After it is expressly acknowledged and agreed that the Termination DateLiens and security interests granted under this Agreement for the benefit of the Senior Creditor (i) with respect to all or any portion of the Collateral, this -------------------- Agreement may be released in writing at any time by the Senior Creditor hereunder, and (ii) with respect to all or any portion of the Collateral, shall terminate be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (provided that all indemnities set forth herein includingthe "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral AgentPledgee shall, at the request and expense of the respective AssignorPledgor, will promptly release the Collateral being released and execute and deliver to such Assignor the Pledgor a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the Pledgor (including Uniform Commercial Code termination statements without recourse and without any representation or warranty) the Collateral being released as described above. (b) Following the date on form UCC-3) which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall terminate, and the Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 any moneys at the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to time held by the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullPledgee hereunder.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security or a Limited Liability Company Interest (other than an Uncertificated Security or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "“Termination Date" ” shall mean the date upon which all Commitments under the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Credit Agreement have been terminated, no Note or Letter under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in accordance with the terms thereof, all Letters of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through issued under the stated termination date of such Letters of Credit, which Credit Agreement have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) terminated, and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in fullfull in cash in accordance with the terms thereof.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 Article VIII hereof shall survive any such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, (i) "CA Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have has been terminated, no Note or Letter of Credit or Note 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 Letter of Credit Issuer in its sole and absolute discretion) and all other Credit Document Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullfull in cash (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 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) After On the Termination DateDate (as defined -------------------- below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit or Note is outstanding (other than and all Loans have been paid in full), all 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 Credit have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) terminated, and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this This Security Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be Lien in the possession favor of the Collateral Agent (for the benefit of itself and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of other 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 discretionParties) 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 than Secured Obligations shall have been 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 described in 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 8.1 hereof and in Section 12.13 10.04 of the Credit Agreement which are not then due and payable) have been paid in fullAgreement.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 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 and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Loans have been supported paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretionfull) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any 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 terminated, and all Loans have been repaid in full, all Letters of Credit have been terminated, all extensions of credit pursuant to any 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 repaid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full and all other Obligations (other than any arising from indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement for which are not then due and payableno request has been made) have been paid in full.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, subject to the provisions of the Intercreditor Agreement, duly release from the security interest created hereby and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Obligations Termination Date shall 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fulloccurred.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 SECTION 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument Instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor the Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder, and, with respect to any Collateral consisting of an Uncertificated Security (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 DateTERMINATION DATE" shall mean the date upon which all of the Total Commitment Commitments have been terminated and no Letters of Credit are outstanding and all Interest Rate Protection Agreements or Other Hedging Agreements Revolving Loans 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 paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full and all other Obligations have been paid in full (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are indemnity, not then due and payable) have been paid in full, which by its terms shall survive such termination and payment).

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 9 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee 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 Revolving Credit Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have has been terminated, no Note or Letter of under the Credit Agreements 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 Credit Document Obligations (other than any indemnities described excluding normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable in respect thereof) have been indefeasibly paid in full, (ii) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement and (iii) the date on which the Indenture no longer requires equal and ratable security or the 6 3/4% Notes have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- 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 (provided that if any) on each Loan, all indemnities set forth herein includingFees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, without limitationpursuant to the provisions of the Credit Agreement of the Security Documents, in Section 8.1 hereof shall survive such terminationthe 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 AgentAgent shall promptly (and in any event within 10 Business Days), upon the written request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 may be in the possession or control of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreementthe terms hereof, "Termination Date" shall mean and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the date upon which termination hereof or the Total Commitment and 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 release of such Letters of CreditPledged Collateral, which have been supported in a manner satisfactory to as the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullcase may be.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the limited liability company pursuant to Section 3.2(a)(ii) hereof. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment Commitments and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit or Note is outstanding (other than and all Loans have been paid in full), all 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 Credit have been supported terminated (or cash collateralized in a manner satisfactory to consistent with Section 4.02(a) of the Letter of Credit Issuer in its sole and absolute discretion) Agreement), and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement This Guaranty (a) shall terminate when (i) the Aggregate Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Guaranteed Obligations (other than contingent indemnification obligations for which no claim has then been asserted) shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit 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 Administrative Agent, and (iv) all L/C Obligations shall have been paid in full, and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Credit Party or any Guarantor upon the bankruptcy or reorganization of any Loan Party or otherwise. (b) A Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary; provided that all indemnities set forth herein each Lender that is required to consent to such transaction pursuant to the Credit Agreement has consented to such transaction. The Collateral Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor may reasonably request to release such Guarantor from its obligations under this Agreement and each other applicable Loan Document, in each case in accordance with the terms of the Loan Documents (including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 9.10 of the Credit Agreement which are not then due and payable) have been paid in fullAgreement).

Termination; Release. (a) After the Termination DateDate (as defined below), without any action on the part of any Secured Creditor, this -------------------- Agreement shall terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee 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 Agreements or Other Hedging Agreements have been terminated, no Note or Letter under the Credit Agreement is outstanding, all Letters 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) terminated and all other Credit Agreement Obligations (other than any indemnities described excluding normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable in respect thereof) then owing by the Pledgor 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 the Administrative Agent directs the Pledgee to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iii) that date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 5.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorCompany, will promptly execute and deliver to such Assignor the Company a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction satisfac­tion and termination of this AgreementMortgage, and will duly assign, transfer and deliver to such Assignor the Company (without recourse and without any representation or warranty) such of the its Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementMortgage. As used in this AgreementMortgage, "“Termination Date" ” shall mean the date upon which the Total Commitment Loans, the Reimbursement Obligations and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit are outstanding. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.1 of the Credit Agreement) and the proceeds of such sale or sales or from such release are applied in accordance with the terms of the Credit Agreement, such Collateral will be sold free and clear of the Liens created by this Mortgage and the Collateral Agent, at the request and expense of the Company, will duly assign, transfer and deliver to the Company (without recourse and without any representation or warranty) such of the Collateral of the Company 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 Mortgage. (c) At any time that the Company desires that Collateral be released as provided in the foregoing

Termination; Release. (a) After the Termination DateDate (as defined below), without any action on the part of any Secured Creditor, this -------------------- Agreement shall terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 8.1 10.6 hereof shall survive any such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such 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 as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the 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 Agreements or Other Hedging Agreements have been terminated, no Note or Letter under the Credit Agreement is outstanding, all Letters 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) terminated and all other Credit Agreement Obligations (other than any indemnities described excluding normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable 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 or the Administrative Agent directs the Collateral Agent to release the Collateral pursuant to the second sentence of Section

Termination; Release. (a1) After the Termination Date, this -------------------- Agreement shall terminate terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Obligor (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof 9.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorObligor, will promptly execute and deliver to such Assignor the Obligor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor 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 released pursuant to this Agreement. As used in this Agreement, ". (2) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) (x) at any time prior to the Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements , in connection with a sale 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 (other than any indemnities described in disposition permitted by Section 8.1 hereof and in Section 12.13 9.02 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 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 principal executive officer of the Obligor stating that the release of the respective Collateral is permitted pursuant to such Section 10.9(1) or (2). If reasonably requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make such request), the Obligor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in this Section 10.9(3). (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 are not then due and payablethe Collateral Agent believes to be in accordance with) have been paid in fullthis Section 10.9.

Termination; Release. (a) It is expressly acknowledged and agreed that so long as no Notified Event of Default exists, any or all of the Collateral or Residual Securities may be released by the Pledgee acting at the direction of the Secured Creditors, provided that no such release shall be effective with respect to any Collateral that is expressly required to be granted by any agreement governing any of the Obligations (as opposed to being required (b) After the Termination Datedate on which all commitments to lend under all of the Credit Agreements have terminated and all Obligations have been indefeasibly paid in full, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein includingterminate, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the Pledgor or to such Assignor other person as may be lawfully entitled (without recourse and without any representation or warranty) such of the Collateral and Residual Securities as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 any moneys at the time held by the Pledgee hereunder. (c) At any time that have accrued and will accrue thereon through the stated termination date of such Letters of CreditPledgor desires that Collateral or Residual Securities be released as provided in the foregoing Section 19(a) or (b), which have been supported in a manner satisfactory it shall deliver to the Letter of Credit Issuer in Pledgee a certificate signed by its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 chief financial officer stating that the release of the Credit Agreement which are not then due and payablerespective Collateral or Residual Securities is permitted pursuant to Section 19(a) or (b), as the case may be. Upon any release of Collateral pursuant to Section 19(a) or (b), none of the Secured Creditors shall have been paid any continuing right or interest in fullsuch Collateral, or the proceeds thereof.

Termination; Release. (a) After the Termination DateDate (as defined below), without any action on the part of any Secured Creditor, this -------------------- Agreement shall terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee 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 Agreements or Other Hedging Agreements have been terminated, no Note or Letter under the Credit Agreement is outstanding, all Letters 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) terminated and all other Credit Agreement Obligations (other than any indemnities described excluding normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable in respect thereof) then owing by the Pledgors have been paid in full, (ii) that date upon which the Collateral is automatically released pursuant to the first sentence 15 15 of Section 26 of Part I of the Fifth Amendment to Credit Agreement or the Administrative Agent directs the Pledgee to release the Collateral pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iii) that date upon which the Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. 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 Commitments under the Senior Finance Documents have been terminated, no Note or Letter of Documentary Credit (as defined in the Relevant Facilities Agreement) is outstanding (other than Letters of Credit, together with and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Advances have been supported paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full), all Documentary Credits have been terminated, and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement Senior Finance Documents which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee 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 Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements 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 or Letter of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued amounts are then due and will accrue thereon through the stated termination date of such Letters of Credit, which payable in respect thereof) have been supported indefeasibly paid in a manner satisfactory to full (provided the Letter terms of Credit Issuer in its sole the Secured Hedging Agreements and absolute discretionthe other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) and all other Obligations (other than any indemnities described the Collateral Release Date as defined in Section 8.1 hereof and in Section 12.13 10.15(d) of the Credit Agreement (but subject to the provisions thereof that certain Collateral shall remain subject to the provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with Section 14.20 of the Credit Agreement and (iv) the date upon which the Credit Documents are not then due and payable) have been paid in fullamended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 8.1 hereof 6.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective AssignorGrantor, will promptly execute and deliver to such Assignor 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 Assignor 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 released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which all of the Total Commitment Commitments under the Credit Agreement have been terminated and no further Commitments may be provided pursuant thereto and all Interest Rate Protection Protection/Currency Exchange Agreements or entered into with any Other Hedging Agreements Creditor 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 promissory notes issued pursuant to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not 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 then due and payable) payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will as promptly as practicable execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Credit Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "“Termination Date" ” shall mean the date upon which (i) the Total Commitment and Commitments under the Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements or applicable to Loans (and/or the Commitments) entered into with any Other Hedging Agreements Creditors have been terminated, (iii) no Note or Letter of under the Credit Agreement is outstanding outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Obligations then due and payable (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 (other than any indemnities described in Section 8.1 11 hereof and described in Section 12.13 11.01 of the Credit Agreement Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have been indefeasibly paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note (as defined in the Credit Agreement), Loan 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 (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 of the Credit Agreement and in the other Credit Documents which are not then due and payable) have been paid in full.

Termination; Release. (a) After On the Termination DateDate (i), this -------------------- Agreement shall automatically and unconditionally terminate (provided that all indemnities set forth herein including, without limitation, including in Section 8.1 hereof 11 hereof, shall survive such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3, releases to be filed and instruments of satisfaction, discharge and/or reconveyance) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee or any of its agents hereunder and as has not theretofore been sold in accordance with this Agreement, the 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 any moneys 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 and Pledgee) of such release, assignment, transfer or delivery 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, a Partnership Interest or a 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) on the Termination Date. As used in this Agreement, "“Termination Date" ” shall mean have the date upon which meaning set forth in the Total Commitment and 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullSecurity Agreement.

Termination; Release. This Agreement shall terminate and the Collateral shall be automatically released from the Lien of this Agreement upon the earliest of the date on which both (x) (a) After all Indenture Obligations have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made and that, pursuant to the Termination Dateprovisions of the Indenture or the Collateral Documents, this -------------------- Agreement survive the termination thereof), (b) the Issuer exercises its legal defeasance option or covenant defeasance option described in Section 8.02 or 8.03, respectively, of the Indenture or (c) the satisfaction and discharge of the Indenture occurs in accordance with Article XII thereof. Upon termination hereof, the security interests granted hereby shall terminate (provided that and all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and rights to the Collateral Agentshall 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 Collateral in accordance with the provisions of the Indenture, subject to the terms of the Intercreditor Agreement, if in effect, the Collateral Agent shall promptly, upon the written request and at the request sole cost and expense of the respective AssignorPledgors, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (the Pledgors, against receipt and without recourse and without to or warranty of any representation kind (either express or warrantyimplied) by the Collateral Agent (except that the Collateral Agent has not assigned or otherwise transferred its security interest in the Collateral), such of the Collateral to be released (in the case of a release) as may be in the possession or control of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreementthe terms hereof, "Termination Date" shall mean and, with respect to any other Collateral, with such endorsements or proper documents and instruments prepared by Pledgors (including UCC-3 termination statements or releases) acknowledging the date upon which termination hereof or the Total Commitment and 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 release of such Letters Collateral, as the case may be. In addition, Collateral shall be released from the Lien of Credit, which have been supported in a manner satisfactory this Agreement to the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in extent expressly required by Section 8.1 hereof and in Section 12.13 10.04 of the Credit Agreement which are not then due and payable) have been paid in fullIndenture.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 9 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee 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 Revolving Credit Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have has been terminated, no Note or Letter of 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 Letter of Credit Issuer in its sole and absolute discretion) and all other Credit Document Obligations (other than any indemnities described excluding normal continuing indemnity obligations which survive in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which accordance with their terms, so long as no amounts are not then due and payablepayable in respect thereof) have been indefeasibly paid in full, (ii) the date upon which the Credit Documents are amended to release all Collateral subject to this Agreement and (iii) the date on which the Indenture no longer requires equal and ratable security or the 6-3/4% Notes have been paid in full.

Termination; Release. (al) After 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 including, without limitation, in Section 8.1 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released 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 and all Interest Rate Protection Agreements or Other Hedging Agreements Commitments have been terminated, no Note or Letter all Loans have been repaid in full, all Letters of Credit is have been terminated or Cash Collateralized 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 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 contingent indemnities described in Section 8.1 hereof and 4.7 or Section 12.4 in Section 12.13 of the Credit Agreement with respect to which are not then due and payableno claim has been asserted) have been irrevocably paid in fullfull in cash.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Loan Agreement shall have been terminated, terminated and no Note or Letter of Credit is outstanding (other than Letters of Credit, together with and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Loans have been supported paid in a manner satisfactory to the Letter of Credit Issuer full in its sole and absolute discretion) cash), and all other Obligations (other than any indemnities described in Section 8.1 11 hereof and described in Section 12.13 13.01 of the Credit Agreement Loan Agreement, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 12 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will as promptly as practicable execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Loan Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "“Termination Date" ” shall mean the date upon which (i) the Term Commitment and the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements 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 or Letter of under the Credit Agreement is outstanding outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Obligations then due and payable (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 (other than any indemnities described in Section 8.1 12 hereof and described in Section 12.13 11.03 of the Credit Agreement Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have been indefeasibly paid in full.

Termination; Release. (a) After This Security Agreement, the Termination Date, this -------------------- Agreement 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 (provided that i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all indemnities set forth herein includingfees and other Secured Obligations shall have been indefeasibly paid in full in cash, without limitation(iii) all Canadian 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 Section 8.1 hereof shall survive such termination) a manner reasonably satisfactory to the L/C Issuer and the Collateral Administrative Agent, at and (iv) all Unreimbursed Amounts shall have been indefeasibly 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 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 AssignorGrantor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (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 may be in the possession of the Collateral Agent and as has shall not theretofore have been sold or otherwise applied or released pursuant to the 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 AgreementSECTION 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. As used in this Agreement, "Termination Date" The Agent shall mean have no liability whatsoever to any other Canadian Credit Party as the date upon result of any release of Collateral by it as permitted (or which the Total Commitment and 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 Collateral Agent in a manner satisfactory good faith believes to the Letter of Credit Issuer in its sole and absolute discretionbe permitted) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullby this SECTION 9.5.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 SECTION 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument Instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its 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 DateTERMINATION DATE" shall mean the date upon which all of the Total Commitment Commitments, the Letter of Credit Commitment, the Letters of Credit and all Interest Rate Protection Agreements or Other Hedging Agreements shall have been terminatedterminated in full, no Note or Letter of Credit is Notes are 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 (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) Loans shall have been paid in full), and all Obligations have been paid in full and in cash.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof 10 of this Agreement shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor the Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have Lender's commitment to lend under the Credit Agreement has 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 Loans thereunder have been supported repaid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Documents (other than a sale to the Pledgor or any Subsidiary thereof) or is otherwise released with the consent of the Lender and the proceeds of such sale or sales or from such release are applied in accordance with the provisions of the Credit Agreement, to the extent required to be so applied, the Pledgee, at the request and expense of the Pledgor, will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as is then being (or has been) so sold or released and has not theretofore been released pursuant to this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in Section 19(a) or (b) of this Agreement, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is permitted pursuant to such Section 19(a) or (b). (d) The Pledgee shall have no liability whatsoever to the Lender as the result of any release of Collateral by it in accordance with, or which it in good faith believes is in accordance with, this Section 19.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided provided, that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral Administrative Agent, at the request and expense of the respective AssignorGrantor, will promptly execute and deliver to such Assignor Grantor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "“Termination Date" ” shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Commitments under the Credit Agreement have been terminated, no Note all Loans and Notes under the Credit Agreement have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or cash collateral has been deposited with the Administrative Agent for all 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 Exposure in a manner satisfactory to consistent with the Letter terms of Section 2.18(k) of the Credit Issuer in its sole and absolute discretion) Agreement, and all other Secured Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 9.5 of the Credit Agreement Agreement, and any other indemnities set forth in any other Loan Documents, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 8.1 hereof hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "“Termination Date" ” shall mean the date upon which both (A) the Total Commitment under the Credit Agreement has been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated and all other Credit Document Obligations then due and payable have been paid in full and (B) unless the respective Interest Rate Protection Agreements and Other Hedging Agreements specifically provide otherwise, all Interest Rate Protection Agreements or and Other Hedging Agreements entered into with any Other Creditor 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) terminated and all other Other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentLien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementPledgee, if any. As used in this Agreement, "“Termination Date" ” shall mean the earliest of (i) the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements 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 or Letter amounts are then due and payable in respect thereof, and (y) Letters 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 been Cash Collateralized or for which a back-to-back letter of such Letters of Credit, which credit has been provided) have been supported indefeasibly paid in a manner satisfactory to full, (ii) the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described Release Date as defined in Section 8.1 hereof and in Section 12.13 6.14(d) of the Credit Agreement (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 the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are not then due and payable) have been paid in fullamended to release all Collateral subject to this Agreement.

Termination; Release. (a) After It is expressly acknowledged and agreed that the Termination DateLiens and security interests granted under this Agreement for the benefit of the Senior Creditor (i) with respect to all or any portion of the Collateral, this -------------------- Agreement may be released in writing at any time by the Senior Creditor hereunder, and (ii) with respect to all or any portion of the Collateral, shall terminate be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (provided that all indemnities set forth herein includingthe "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, without limitation, in Section 8.1 hereof shall survive such termination) and the Collateral AgentPledgee shall, at the request and expense of the respective AssignorPledgor, will promptly release the Collateral being released and execute and deliver to such Assignor the Pledgor a proper instrument or instruments acknowledging the release of such Collateral from this Agreement, and will duly assign, transfer and deliver to the Pledgor (including Uniform Commercial Code termination statements without recourse and without any representation or warranty) the Collateral being released as described above. (b) Following the date on form UCC-3) which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall terminate, and the Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 any moneys at the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to time held by the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in fullPledgee hereunder.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 12 hereof shall survive any such termination) termin­ation), and the Collateral AgentPledgee, at the request and expense of the respective Assignorany Pledgor, will as promptly as practicable execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this AgreementAgreement or any other Loan Document, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "“Termination Date" ” shall mean the date upon which (i) the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements 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 or Letter of under the Credit Agreement is outstanding outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Obligations then due and payable (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 (other than any indemnities described in Section 8.1 12 hereof and described in Section 12.13 11.03 of the Credit Agreement Agreement, and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have been indefeasibly paid in full.

Termination; Release. (a) After Immediately after the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note (as defined in the Credit Agreement) 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 issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 6.1 hereof shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total Commitment and 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 (other than any indemnities described in Section 8.1 6.1 hereof and in Section 12.13 14.01 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 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 and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Loans have been supported paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretionfull) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, "Termination Date" shall mean the date upon which the Total 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 fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported secured in a manner satisfactory to the Letter of Credit Issuer applicable Issuing Lenders in its their sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 11 hereof and in Section 12.13 12.05 of the Credit Agreement which are not then due and payable) have been paid in full.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of such Pledgor and at the respective Assignorwritten 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 promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, "Termination Date" shall mean the date upon which all Second-Lien Notes under the Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements Second-Lien Note Indenture 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 repaid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full and all other Obligations (other than any indemnities described in Section 8.1 11 hereof and described in Section 12.13 Sections 3.4, 8.6 and elsewhere of the Credit Agreement Second-Lien Note Indenture, and any other indemnities set forth in any other Security Documents, in each case which are not then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 13 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee or any of its sub‑agents hereunder 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 together with any moneys at the date upon which time held by the Total Commitment and all Interest Rate Protection Agreements Pledgee or Other Hedging Agreements have been terminatedany of its sub-agents hereunder and, no Note or Letter with respect to any Collateral consisting of Credit is outstanding an Uncertificated Security issued by a Subsidiary of the Company (other than Letters an Uncertificated Security credited on the books of Credita Clearing Corporation or Securities Intermediary), together with all Fees that have accrued a termination of the agreement relating thereto executed and will accrue thereon through delivered by the stated termination date issuer of such Letters of Credit, which have been supported in a manner satisfactory Uncertificated Security pursuant to Section 3.2(a)(ii) or by the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in respective partnership or limited liability company pursuant to Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) have been paid in full3.2(a)(iv)(2).

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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) hereof or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv) hereof. 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 or Letter of Credit or Note is outstanding (other than and all Loans have been paid in full), all 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 Credit have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) terminated, and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 Interest Rate Protection Agreements or Other Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note Note, Loan 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 (other than any indemnities described in Section 8.1 11 hereof and described in Section 12.13 10.3 of the Credit Agreement Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which are not then due and payable) then due and payable have been paid in fullfull in cash.

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) After then due and owing shall have been paid in full, the Termination DateCommitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (except 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 shall terminate and all obligations (provided that all indemnities set forth herein including, without limitation, in Section 8.1 hereof shall other than those expressly stated to survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and each Grantor shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall promptly execute, acknowledge and deliver to such Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as has not theretofore been sold 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 otherwise applied the sale of Capital Stock of a Grantor of Collateral) of the type described in items (1), (2) (provided the requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or released any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this 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 Grantor such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. 3. As used If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this AgreementSection 6.12, "Termination Date" including UCC termination statements or other release-related documentation, the Borrower or other Grantor requesting such documentation shall mean deliver to the date upon which Collateral Agent an Officer’s Certificate stating that the Total Commitment and 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 release of such Letters of Credit, which have been supported in a manner satisfactory Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 6.12 and the Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 relevant provisions of the Credit Agreement which are not then due and payable(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 been paid 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 fullthis 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 any 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) prior to receipt of a Notice of Exclusive Control (as defined in the applicable Account Control Agreement) by the Securities Intermediary or after receipt of a Rescission Notice (as defined in the Account Control Agreement) by the Securities Intermediary shall be automatically released upon such withdrawal.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 and all Interest Rate Protection Agreements or Other Hedging Agreements Commitments have been terminated, no Second-Lien Loan Note or Letter of Credit is outstanding (other than Letters of Credit, together with and all Fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which Second-Lien Loans have been supported paid in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) full), and all other Obligations (other than any indemnities described indemnitees provided for in Section 8.1 hereof and in Section 12.13 of the Credit Agreement Documents for which are not then due and payableno claim has been made) have been paid in full.

Termination; Release. (a) After the Termination DateDate (as defined below), this -------------------- Agreement and the security interest created hereby shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 SECTION 11 hereof shall survive any such termination) ), and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to the Pledgor all such Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) as Pledgor may reasonably request acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, "Termination DateTERMINATION DATE" shall mean the earlier of (i) the first date occurring after December 31, 1998 on which Borrower's Most Recent Ratio of Consolidated Debt to Consolidated EBITDA as of the end of any two consecutive fiscal quarters is less than 2.25 to 1.0 or (ii) the date upon which the Total Revolving Loan Commitment and all Interest Rate Protection Agreements Agreement or Other Hedging Agreements have been terminated, no Note or Letter of under the Credit Agreement is outstanding (other than and all Loans have been repaid in full), all 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 Credit have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) terminated and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) owing have been paid in full.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 Interest Rate Protection Agreements or Other Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note Note, Loan 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 (other than any indemnities described in Section 8.1 11 hereof and described in Section 12.13 10.3 of the Credit Agreement Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which are not then due and payable) then due and payable have been paid in fullfull in cash.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement and the security 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 8.1 7.1 hereof shall survive such termination) and the Collateral Agent, at the reasonable request and expense of the respective AssignorGrantor, will promptly (and the Secured Creditors hereby authorize the Collateral Agent to) execute and file or deliver to such Assignor 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, and will duly assign, transfer and deliver to such Assignor 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 released pursuant to this Agreement. 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 Commitments under the Credit Agreement have been terminated, no Note or Letter all Loans thereunder have been repaid in full, all Letters of Credit is outstanding (other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through issued under the stated termination date of such Letters of Credit, which Credit Agreement have been supported terminated or otherwise addressed in a manner satisfactory reasonably acceptable to the Letter of Credit Issuer in its sole and absolute discretionAdministrative Agent or the applicable Issuing Bank(s) and all other Credit Document Obligations (other than Obligations in respect of (x) any indemnities described in Section 8.1 hereof Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and in Section 12.13 of the Credit Agreement which are (y) contingent reimbursement and indemnification obligations not yet accrued and payable) then due and payable) payable have been paid in full.

Termination; Release. (a) After On the Termination DateDate (as defined below), this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 11 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective AssignorPledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (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 Revolving Commitments and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Note or Letter of Credit or Note is outstanding (other than and all Revolving Loans have been paid in full), all 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 Credit have been supported in a manner satisfactory to the Letter of Credit Issuer in its sole and absolute discretion) terminated, and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 of the Credit Agreement which are not then due and payable) payable have been paid in full.

Termination; Release. (a) After On the Termination Date, this -------------------- Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 8.1 13 hereof shall survive any such termination) and the Collateral AgentPledgee, at the request and expense of the respective Assignorsuch Pledgor, will promptly execute and deliver to such Assignor Pledgor a proper instrument or instruments (including Uniform Commercial Code UCC termination statements on form UCC-3statements) 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 Assignor Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent Pledgee or any of its sub-agents hereunder 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 together with any moneys at the date upon which time held by the Total Commitment and all Interest Rate Protection Agreements Pledgee or Other Hedging Agreements have been terminatedany of its sub-agents hereunder and, no Note or Letter with respect to any Collateral consisting of Credit is outstanding an Uncertificated Security issued by a Subsidiary of the Company (other than Letters an Uncertificated Security credited on the books of Credita Clearing Corporation or Securities Intermediary), together with all Fees that have accrued a termination of the agreement relating thereto executed and will accrue thereon through delivered by the stated termination date issuer of such Letters 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 Credit, which have been supported in the Collateral is sold or otherwise disposed of (to a manner satisfactory Person other than a Loan Party) at any time prior to the Letter Termination Date, in connection with a sale or disposition permitted by Section 7.05 of the Credit Issuer Agreement, or is otherwise released pursuant to the Credit Agreement, and the proceeds of such sale or disposition (or from such release) are applied in its sole and absolute discretion) and all other Obligations (other than any indemnities described in Section 8.1 hereof and in Section 12.13 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, (x) upon the release of any GuarantorPledgor from the Guaranty (in its capacity as Guarantor thereunder) in accordance with the provisions thereof or (y) such Pledgor shall be entitled to release pursuant to Section 34, in each case, 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 GuarantorPledgor which are not then due has been released from the Guaranty (in its capacity as Guarantor thereunder) 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 payablethe 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 paid no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in fullaccordance with, or which the Pledgee in good faith believes to be in accordance with, this Section 22.