Common use of Termination; Release Clause in Contracts

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments have Total Revolving Loan Commitment has been terminated, and all Loan Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in fullfull (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 6.14(d10.15(d) of the Credit Agreement (but subject to any deferral requested by the Company U.S. Borrower pursuant to the next to last sentence of Section 6.14(d10.15(d) of the Credit Agreement 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 Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) all of the Collateral 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. (b) and to the extent required by, the provisions of the Credit 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 may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of is then being (ior has been) the date upon which the Commitments have so sold or released and has not theretofore been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company released 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 amended to release all Collateral subject to this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is in accordance with Section 18(a) or (b). (d) The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in accordance with this Section 18.

Termination; Release. (a) After the Termination Date (as defined below)Date, this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Bank in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 earlier of (i) the date upon which the Commitments Total Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding and all Loan other Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, full (ii) provided the Release Date as defined in Section 6.14(d) terms of the Credit Agreement (but subject to any deferral requested by other Secured Debt Agreements do not otherwise prohibit the Company pursuant to the next to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions termination hereof), and (iiiii) 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, 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 earliest of (i) the date upon which the Commitments have been terminated, and all Loan Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that Termination Date shall have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreementoccurred.

Termination; Release. (a) After On the Termination Date (as defined belowin the Security Agreement), but only after giving effect to the repayments to be made on such date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgor such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, release, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) all of the Collateral 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. (b) In the event that all 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 the proceeds of such asset disposition are applied in accordance with, and to the extent required by, the provisions of the Credit 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 may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of is then being (ior has been) the date upon which the Commitments have so sold or released and has not theretofore been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company released 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 amended to release all Collateral subject to this Agreement. (c) At any time that the Pledgor desires that the Pledgee assign, release, transfer and deliver Collateral as provided in Section 18(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by a principal executive officer of the Pledgor stating that the release of the respective Collateral is in accordance with Section 18(a) or (b).

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby (1) shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been paid in full in cash, (iii) all Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (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 have been paid in full; provided, however, that in connection with the termination of this Agreement Security Agreement, the Collateral Agent may require such indemnities as it shall automatically terminate reasonably deem necessary or appropriate to protect the Credit Parties against (provided x) loss on account of credits previously applied to the Secured Obligations that all indemnities set forth herein includingmay subsequently be reversed or revoked, without limitationand (y) any obligations that may thereafter arise with respect to the Other Liabilities, in Section 11 hereof and (2) shall survive continue to be effective or be reinstated, as the case may be, if at any such terminationtime 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) and The Collateral shall be released from the Lien of this Security Agreement in accordance with the Pledgee granted hereunder provisions of the Credit Agreement (which release shall automatically be releasedautomatic 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 the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(dsuch Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon reasonable request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Agreement and Party as the applicable provisions hereof), result of any release of Collateral by it as permitted (iii) the date upon or which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Loan Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a1) After the Termination Date (as defined below)Date, this Agreement shall automatically 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 11 hereof 9.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorObligor, will promptly execute and deliver to such Pledgor the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Obligor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in 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, “Termination Date” shall mean . (2) In the earliest event that any part of the Collateral is sold or otherwise disposed of (ito a Person other than a Credit Party) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive at any time prior to the Termination Date, in accordance connection with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized a sale or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in disposition permitted by Section 6.14(d) 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (but subject or all the Lenders if required by Section 13.12 of the Credit Agreement), or (y) at any time thereafter, to any deferral requested the extent permitted by the Company pursuant to Other Credit Documents, and in the next to last sentence case of Section 6.14(dclauses (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 applicable provisions hereoflike 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 (iii2). (4) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the date upon result of any release of Collateral by it in accordance with (or which the Collateral Agent releases the Collateral believes to be in accordance with the Credit Agreement and (ivwith) the date upon which the Loan Documents are amended to release all Collateral subject to this AgreementSection 10.9.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Lender in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in 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 indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “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 issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date” shall mean , in connection with a sale or disposition permitted by Section 7.05 of the earliest of (i) Credit Agreement, or is otherwise released pursuant to the date upon which the Commitments have been terminatedCredit Agreement, and all Loan Document Obligations the proceeds of such sale or disposition (excluding (xor from such release) normal continuing indemnity obligations which survive are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) 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 (but subject 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 deferral requested 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 the Company 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 next to last sentence release of Section 6.14(d) of any U.S. Guarantor from the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral 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 (ivb) hereof. At any time that the date upon Company or the respective Pledgor desires that a U.S. Guarantor which 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 the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with, or which the Loan Documents are amended Pledgee in good faith believes to release all Collateral subject to be in accordance with, this AgreementSection 22.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in 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 indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments (as defined in the Credit Agreement) and the Commitments (as defined in the Term Loan Agreement) have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been providedCollateralized) have been indefeasibly paid in full, and (ii) the Leverage Release Date as defined in Section 6.14(d5.10(c) 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 amended to release all Collateral subject to this AgreementBank Facility Agreements.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (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 Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Agreement Security Agreement, the Collateral Agent may require such indemnities as it shall automatically terminate reasonably deem necessary or appropriate to protect the Credit Parties against (provided x) loss on account of credits previously applied to the Secured Obligations that all indemnities set forth herein includingmay subsequently be reversed or revoked, without limitation(y) any obligations that may thereafter arise with respect to the Other Liabilities, in and (z) any Secured Obligations that may thereafter arise under Section 11 hereof 10.04 of the Credit Agreement. (b) The Collateral shall survive any such termination) and be released from the Lien of this Security Agreement in accordance with the Pledgee granted hereunder shall automatically be releasedprovisions 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 the Pledgee, at the request sole cost and expense of the respective PledgorGrantors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(dsuch Collateral, as the case may be. (c) At any time that the respective Grantor desires that the Collateral Agent take any action described in clause (b) of this SECTION 9.5, such Grantor shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Collateral Agent shall have no liability whatsoever to any other Credit Agreement and Party as the applicable provisions hereof), result of any release of Collateral by it as permitted (iii) the date upon or which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Loan Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in 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 the Credit Agreement) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments 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 Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee 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 earliest of (i) the date upon which the Commitments Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that Loans have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, ) and all other Obligations have been paid in full (ii) the Release Date as defined in Section 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 hereofother than arising from indemnities for which no request has been made), (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this This Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and the Pledged Collateral shall survive any such termination) and be released from the Lien of this Agreement when the Pledgee granted hereunder shall automatically be released, Commitments have been terminated and the Pledgeeprincipal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (and in any event within 10 Business Days), upon the written request and at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Pledged Collateral, with such endorsements or proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Pledged Collateral, as 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 amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will promptly execute and deliver to such Pledgor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 PledgeeCollateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if any. As used in this Agreementno default or Event of Default exists, “Termination Date” shall mean the earliest 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 (i) the date upon which principal amount of the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive Series A Notes in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (ySection 3.05(c) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii3.06(b) the Release Date as defined in Section 6.14(d) Indenture and, upon the direction of the Credit Agreement (but subject 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 deferral requested by the Company Collateral pursuant to the next to last sentence of Section 6.14(d) terms of the Credit Agreement and the applicable provisions hereof)Indenture, (iii) the date upon which the Collateral Agent releases Trustee will promptly return (and in any event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, including, without limitation, any Pledged Stock and any and all instruments of transfer or assignments in accordance blank with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementrespect thereto.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Revolving Commitments and all Interest Rate Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Revolving Loans have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 13 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “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 issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date” shall mean , in connection with a sale or disposition permitted by Section 7.05 of the earliest of (i) Credit Agreement, or is otherwise released pursuant to the date upon which the Commitments have been terminatedCredit Agreement, and all Loan Document Obligations the proceeds of such sale or disposition (excluding (xor from such release) normal continuing indemnity obligations which survive are applied in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) 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 (but subject 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 deferral requested 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 the Company any sub-agent designated pursuant to the next Section 4 hereof, such sub-agent) and has not theretofore been released pursuant to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof)this Agreement. Furthermore, (iiix) upon the date upon which release of any GuarantorPledgor from the Collateral Agent releases the Collateral 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 (ivb) hereof. At any time that the date upon Company or the respective Pledgor desires that a GuarantorPledgor which 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 the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with, or which the Loan Documents are amended Pledgee in good faith believes to release all Collateral subject to be in accordance with, this AgreementSection 22.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments have Total Revolving Credit Commitment has been terminated, no Note under the Credit Agreements is outstanding and all Loan other Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this AgreementAgreement 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 (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments have Total Revolving Credit Commitment has been terminated, no Note under the Credit Agreement is outstanding and all Loan other Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this AgreementAgreement 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 (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to the Pledgor all such proper instruments as Pledgor a proper instrument or instruments may reasonably request acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” "TERMINATION DATE" shall mean the earliest 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 Commitments Total Revolving Loan Commitment and all Interest Rate Agreement or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive Loans have been repaid in accordance with their termsfull), so long as no amounts are then due and payable in respect thereof, and (y) all Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) terminated and all Obligations then owing have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) 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 earliest of (i) the date upon which the Commitments Total Commitment and all Interest Rate Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all Loan Document other Obligations (excluding (xother than indemnities described in Section 11 hereof and described in Section 10.3 of the Credit Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full in Section 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 amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After It is expressly acknowledged and agreed that the Termination Date Liens 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, 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 be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (the "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Pledgor, release the Collateral being released and execute and deliver to 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 (without recourse and without any representation or warranty) the Collateral being released as defined below)described above. (b) Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedterminate, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested time held 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 amended to release all Collateral subject to this AgreementPledgee hereunder.

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 Date (as defined below)date 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 automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedterminate, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the Pledgor or to such Pledgor 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 Pledgee, if any. As used in Pledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” together with any moneys at the time held by the Pledgee hereunder. (c) At any time that the Pledgor desires that Collateral or Residual Securities be released as provided in the foregoing Section 19(a) or (b), it shall mean deliver to the earliest of (i) Pledgee a certificate signed by its chief financial officer stating that the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) release of the Credit Agreement (but subject to any deferral requested by the Company respective Collateral or Residual Securities is permitted pursuant to Section 19(a) or (b), as the next case may be. Upon any release of Collateral pursuant to last sentence of Section 6.14(d19(a) or (b), none of the Credit Agreement and Secured Creditors shall have any continuing right or interest in such Collateral, or 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 amended to release all Collateral subject to this Agreementproceeds thereof.

Termination; Release. (a) After 1. At such time as the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (xother than any contingent indemnification Obligations for which no demand has been made and any Obligations owing to a Non-Lender Secured Party) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable owing shall have been paid in respect thereoffull, the Commitments under the Credit Agreement have been terminated and no Letters of Credit shall be outstanding (y) except for Letters of Credit that have been Cash Collateralized cash collateralized or otherwise provided for which in a back-to-back letter manner reasonably satisfactory to the Administrative Agent), all Collateral shall be automatically released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of credit has been providedthe 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 such Grantor shall reasonably request to evidence such termination. 2. Upon any Permitted Disposition of Collateral (whether by way of the sale of assets or the sale of Capital Stock of a Grantor of Collateral) have been indefeasibly paid of the type described in fullitems (1), (ii2) (provided the Release Date requirements set forth in the first proviso to such section are satisfied), (4) and (5) of the definition of “Permitted Disposition” or any other type of Permitted Disposition involving divestiture of any Grantor’s title to the related Collateral under the Credit Agreement, the Lien pursuant to this 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 defined such Grantor shall reasonably request to evidence or effect the release of the Liens created hereby (if any) on such Collateral. 3. If the Borrower or any other Grantor requests release documentation with respect to any Collateral released as provided in this Section 6.14(d6.12, including UCC termination statements or other release-related documentation, the Borrower or other Grantor requesting such documentation shall deliver to the Collateral Agent an Officer’s Certificate stating that the release of such Grantor’s respective Collateral that is to be evidenced by such UCC termination statements or other instruments is permitted pursuant to this Section 6.12 and the relevant provisions of the Credit Agreement (provided that an Officer’s Certificate delivered to the Administrative Agent pursuant to Section 6.09(c) of the Credit Agreement shall be deemed to satisfy the requirements of this clause (but subject g)). The Collateral Agent shall have no liability whatsoever to any deferral requested Secured Party as the result of any release of Collateral by the Company pursuant it as permitted by this Section 6.12. 4. Anything to the next contrary contained in this Security Agreement or any Security Agreement Supplement notwithstanding, the Lien of this Security Agreement shall automatically be released without necessity of any further action by any Person with respect to last sentence of Section 6.14(d) of the Credit Agreement and the applicable provisions hereof)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 (iii) the date upon which the Collateral Agent releases the Collateral in accordance each case, in compliance with the Credit Agreement and Agreement) prior to receipt of a Notice of Exclusive Control (ivas defined in the applicable Account Control Agreement) by the date 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 which the Loan Documents are amended to release all Collateral subject to this Agreementsuch withdrawal.

Termination; Release. a) MERGEFORMAT (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor the Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by the Assignor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 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 releases directs the Collateral in accordance with 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 (iviii) the that date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will promptly execute and deliver to such Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and Instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its 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, “Termination Date” the term "TERMINATION DATE" shall mean the earliest of (i) the date upon which all of the Commitments Commitments, the Letter of Credit Commitment, the Letters of Credit and all Interest Rate Protection Agreements shall have terminated in full, no Notes are outstanding (and all Loans shall have been terminatedpaid in full), and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full and in Section 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 amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Total Commitments under the Commitments Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.01 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Aggregate Commitment and all Interest Rate Protection Agreements and Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the Issuing Lender in its sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Aggregate Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no promissory note or Letter of Credit under the Credit Agreement is outstanding (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been secured in a manner satisfactory to the applicable Issuing Lenders in their sole and absolute discretion) and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.05 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and all Interest Rate Agreements have been terminated, no Note is outstanding (and all Loan Document Loans have been paid in full) and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, 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 earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 Agreement shall have been terminated and no Note is outstanding (and all Loans have been paid in full in cash), and all other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Loan Agreement, in each case which are amended to release all Collateral subject to this Agreementnot then due and payable) then due and payable have been paid in full.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Loan Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Term Commitment and the Total Revolving Commitments under the Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.03 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Agent (for the benefit of itself and the other Canadian Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (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 Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Agreement Security Agreement, the Agent may require such indemnities as it shall automatically terminate reasonably deem necessary or appropriate to protect the Canadian Credit Parties against (provided x) loss on account of credits previously applied to the Secured Obligations that all indemnities set forth herein includingmay subsequently be reversed or revoked, without limitation(y) any obligations that may thereafter arise with respect to the Other Liabilities, in and (z) any Secured Obligations that may thereafter arise under Section 11 hereof 10.04 of the Credit Agreement. (b) The Collateral shall survive any such termination) and be released from the Lien of this Security Agreement in accordance with the Pledgee granted hereunder shall automatically be releasedprovisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, and the PledgeeAgent shall, at upon the request and at the sole cost and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, proper documents and instruments (including PPSA termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(dsuch Collateral, as the case may be. (c) At any time that Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Canadian Credit Agreement and Party as the applicable provisions hereof), result of any release of Collateral by it as permitted (iii) the date upon or which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Loan Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof 10 of this Agreement shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments have Lender's commitment to lend under the Credit Agreement has been terminated, all Loans thereunder have been repaid in full and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, . (iib) In the Release Date as defined in Section 6.14(d) event that any part of the Credit Agreement (but subject to any deferral requested Collateral is sold in connection with a sale permitted by the Company pursuant Credit Documents (other than a sale to the next to last sentence of Section 6.14(dPledgor or any Subsidiary thereof) or is otherwise released with the consent of the Credit Agreement Lender and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral proceeds of such sale or sales or from such release are applied in accordance with the provisions of the Credit Agreement 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 (ivwithout recourse and without any representation or warranty) such of the date upon which the Loan Documents are amended to release all Collateral subject (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 the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.01 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the PledgeeAssignee, at the request and expense of the respective Pledgorany Assignor, will as promptly as practicable execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the possession time held by the Assignee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments Total Commitment under the Credit Agreement has been terminated and all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, no Note under the Credit Agreement is outstanding and all Loan Document Loans thereunder have been repaid in full and all Secured Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 8.01 hereof and described in Section 11.01 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreement, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)termination 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 automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedterminate, and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Assignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, “Termination Date” shall mean the earliest Collateral Agent shall, at the request of (i) the date upon which Assignors, release any or all of the Commitments have been terminatedCollateral, and all Loan Document Obligations (excluding provided that (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) such release is permitted by the Release Date as defined in Section 6.14(d) terms of the Credit Agreement (but subject to any deferral requested it being agreed for such purposes that a release will be deemed "permitted by the Company 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 next to last sentence of Section 6.14(d) of the Credit Agreement and or any consent or waiver with respect thereto. (c) At any time that the applicable provisions hereof), (iii) the date upon which relevant Assignor desires that the Collateral Agent releases 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 accordance with the Credit Agreement 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 (ivwithout recourse and without any representation or warranty) such of the date upon which Collateral as is then being (or has been) so sold or otherwise disposed of and as may be in the Loan Documents are amended to release all possession of the Collateral subject Agent and has not theretofore been released pursuant to this Agreement. The Collateral Agent shall have no 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) After Immediately after the Termination Date (as defined below)-------------------- Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 8.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments 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 Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 8.1 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral of such Pledgor as may be in the possession of the PledgeePledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by the Pledgors have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 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 releases directs the Pledgee to release the Collateral in accordance with pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iviii) the that date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments 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 the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments under the Senior Finance Documents have been terminated, no Documentary Credit (as defined in the Relevant Facilities Agreement) is outstanding (and all Advances have been paid in full), all Documentary Credits have been terminated, and all Loan Document other Obligations (excluding (xother than indemnities described in the Senior Finance Documents which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interests created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof Article VIII hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral of such Assignor as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which no obligations remain pursuant to the Commitments 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 and Minimum Payment Guaranties have been terminated, no Note under the Credit Agreement is outstanding (and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that Loans thereunder have been Cash Collateralized or for which a back-to-back letter repaid in full), all letters of credit has been provided) issued under the Credit Agreement have been indefeasibly terminated, no Senior Subordinated Notes or Senior Subordinated Contingent Notes are outstanding and all Obligations then owing have been paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 12 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedtermin­ation), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Loan Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Commitments under the Commitments Credit Agreement have been terminated, (ii) all Bank Product Agreements applicable to the Loans (and/or the Commitments) entered into with any Bank Product Providers have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 12 hereof and described in Section 11.03 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Guaranty (a) shall terminate when (i) the Termination Date 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 defined below)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 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 shall automatically terminate and each other applicable Loan Document, in each case in accordance with the terms of the Loan Documents (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) 9.10 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 hereofAgreement), (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined -------------------- below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Total Commitments and all Hedging Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)This Security Agreement, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such in favor of the Collateral as may be in Agent (for the possession benefit of itself and the Pledgee, if any. As used in this Agreement, “Termination Date” other Credit Parties) and all other security interests granted hereby shall mean the earliest of terminate with respect to all Secured Obligations when (i) the date upon which the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all Loan Document fees and other Secured Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) shall have been indefeasibly paid in fullfull in cash, and (iiiii) the Release Date all Letters of Credit (as defined in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Bank and the Administrative Agent; provided, however, that (A) this Security Agreement, the Lien in favor of the Collateral Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall be immediately and automatically reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Credit Party or any Grantor upon the bankruptcy or reorganization of any Grantor or otherwise, and (B) in connection with the termination of this Security Agreement, the Collateral Agent may require such indemnities and cash collateral as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, (y) any obligations that the Collateral Agent reasonably believes may thereafter arise with respect to the Other Liabilities, and (z) any Secured Obligations that the Collateral Agent reasonably believes may thereafter arise under Section 6.14(d) 10.04 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement (or, to the extent any other Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, such other Security Document) shall terminate and the security interests granted hereby shall be released automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 8.1 hereof, shall survive any such termination) and the Lien Collateral Agent (or, to the extent any other Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the Pledgee granted hereunder shall automatically be released, and the Pledgeecollateral agent or mortgagee under such other Security Document), at the request and expense of the respective PledgorAssignor (or, to the extent any other Security Document requires termination or releases thereunder to occur in accordance with the provisions of this Agreement, the pledgor, transferor, mortgagor or other corresponding party under such other Security Document), will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent 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 the earliest of (i) the date upon which all of the Commitments under the DIP Credit Agreement have been terminated, no Note under the DIP Credit Agreement is outstanding and all Loan Loans thereunder have been repaid in full and all DIP Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section SECTION 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument Instrument or instruments Instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and Instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such the Pledgor (without recourse recourse, and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder, and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to SECTION 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to SECTION 3.2(a)(iv). As used in this Agreement, “Termination Date” the term "TERMINATION DATE" shall mean the earliest of (i) the date upon which all of the Commitments have been terminated, terminated and no Letters of Credit are outstanding and all Loan Document Revolving Loans have been paid in full and all other Obligations have been paid in full (excluding (x) normal continuing indemnity obligations which survive in accordance with their termsother than any indemnity, so long as no amounts are not then due and payable in respect thereofpayable, which by its terms shall survive such termination and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 hereofpayment), (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments have been terminated, no Second-Lien Loan Note is outstanding (and all Loan Document Second-Lien Loans have been paid in full), and all other Obligations (excluding (x) normal continuing indemnity obligations which survive other than indemnitees provided for in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of the Credit that have been Cash Collateralized or Documents for which a back-to-back letter of credit no claim has been providedmade) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments have Total Revolving Loan Commitment has been terminated, and all Loan Credit Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in fullfull (provided the terms of the Secured Hedging Agreements and the other Secured Debt Agreements do not otherwise prohibit the termination hereof), (ii) the Collateral Release Date as defined in Section 6.14(d10.15(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant provisions thereof that certain Collateral shall remain subject 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 Section 14.20 of the Credit Agreement and (iv) the date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by the Pledgor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 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 releases directs the Pledgee to release the Collateral in accordance with pursuant to the second sentence of Section 26 of Part I of the Fifth Amendment to the Credit Agreement and (iviii) the that date upon which the Loan Credit Documents are amended to release all Collateral subject to this Agreement.

Termination; Release. (al) After On the Termination Date (as defined below), this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC financing statement amendments and instruments of satisfaction, discharge and/or reconveyance) and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or delivered pursuant to this Agreement, together with any undated stock, partnership or membership powers with respect thereto and together with any moneys at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Total Commitments have been terminated, all Loans have been repaid in full, all Letters of Credit 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 (excluding (x) normal continuing indemnity obligations other than contingent indemnities described in Section 4.7 or Section 12.4 in the Credit Agreement with respect to which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit claim has been providedasserted) have been indefeasibly irrevocably paid in full, (ii) the Release Date as defined full in Section 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 amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments under the Senior Finance Documents have been terminated, no Documentary Credit (as defined in the Relevant Facilities Agreement) is outstanding (and all Advances have been paid in full), all Documentary Credits have been terminated, and all Loan Document other Obligations (excluding (xother than indemnities described in the Senior Finance Documents which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Total Revolving Loan Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement Agreement), Loan or Letter of Credit is outstanding (but subject to any deferral requested by other than Letters of Credit, together with all Fees that have accrued and will accrue thereon through the Company pursuant stated termination date of such Letters of Credit, which have been supported in a manner satisfactory to the next to last sentence Letter of Credit Issuer in its sole and absolute discretion) and all other Obligations (other than indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement and in the applicable provisions hereof), (iiiother Credit Documents which are not then due and payable) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided provided, that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeAdministrative Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyAdministrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated, 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 Exposure in a manner consistent with the terms of Section 2.18(k) of the Credit Agreement, and all Loan Document other Secured Obligations (excluding (xother than indemnities described in Section 9.5 of the Credit Agreement, and any other indemnities set forth in any other Loan Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will promptly execute and deliver to such Pledgor a the respective Grantors, at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 PledgeeCollateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if any. As used in this Agreementno default or Event of Default exists, “Termination Date” shall mean the earliest of 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 (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d$5,000,000) 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) principal amount of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral Series A Notes in accordance with the Credit Agreement 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 the terms of the Indenture, the Collateral Trustee will promptly return (ivand in any event within 10 Business Days) to the date upon which Grantors any Collateral so released that is held by or on behalf of the Loan Documents are amended to release Collateral Trustee, including, without limitation, any Pledged Stock and any and all Collateral subject to this Agreementinstruments of transfer or assignments in blank with respect thereto.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article XI hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested time held 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 or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) at any time prior to the Termination Date, in connection with a sale or disposition permitted by the Credit Documents or is otherwise released at the direction of the Required Lenders and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Documents, as the case may be, to the extent required to be so applied, the Collateral Agent, at the request and expense of such Pledgor, will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or released and as may be in possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement and to 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 (iva) or (b), it shall deliver to the date upon which Collateral Agent a certificate signed by a principal executive officer of such Pledgor stating that the Loan Documents are amended release of the respective Collateral is permitted pursuant to paragraph (a) or (b) of this Article XIX. The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release all of Collateral subject to by it as permitted by this AgreementArticle.

Termination; Release. (a) After the Lien Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the PledgeeCollateral Agent, at the request and expense of the respective Pledgorrelevant Grantor, will promptly execute and deliver to such Pledgor a proper Grantor such instrument or instruments (including Uniform Commercial Code termination statements on Form UCC-3) acknowledging the satisfaction and termination of this AgreementAgreement as reasonably requested by such Grantor, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Security Agreement Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Lien Termination Date” shall mean the earliest of date upon which (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or other than indemnities for which a back-to-back letter of credit no request for payment has been providedmade) have been indefeasibly paid in full, the Credit Agreement and all other Loan Documents and all Letters of Credit and commitments thereunder have been terminated, all Interest Rate Protection Agreements have been terminated, and the obligations of the Grantors under the Mission Guaranty have been terminated or (ii) the Release Date as defined in Collateral Agent and, to the extent required by Section 6.14(d11.01(a)(vii) 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) Agreement, each of the Credit Banks shall have released all of the Security 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 amended to release all Collateral subject to this AgreementCollateral.

Termination; Release. (a) After On the Termination Date (as defined below)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 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the reasonable request and expense of the respective Pledgor, will promptly (and the Secured Creditors hereby authorize the Pledgee to) execute and file or deliver to such Pledgor the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the applicable Pledgors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee and 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 Commitments under the Credit Agreement have been terminated, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or otherwise addressed in a manner reasonably acceptable to the Administrative Agent or the applicable Issuing Bank(s) and all Loan Document other Obligations (excluding other than Obligations in respect of (x) normal continuing indemnity any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent reimbursement and indemnification obligations which survive in accordance with their terms, so long as no amounts are not yet accrued and payable) then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Agreement, the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedGuarantees, and the Pledgee, at security interests granted hereby shall terminate when all the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have been terminated, and all Loan Document Secured Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in fullfull in cash, (ii) or if applicable, the Release Date as defined in Section 6.14(d) of Guaranteed Obligations have been fulfilled, and the Lenders have no further commitment to lend under the Credit Agreement 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. (but subject to any deferral requested by the Company pursuant to the next to last sentence of b) A Pledgor shall automatically be released from its obligations hereunder and under Section 6.14(d) 6 of the Credit Agreement and the applicable provisions hereof), (iii) security interests in the date Pledged Collateral owned or held by such Pledgor shall be automatically released upon which the Collateral Agent releases the Collateral in accordance with 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 the Creditors shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (ivc) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted under the date Credit Agreement to any Person that is not Parent or a Subsidiary or, upon which the Loan Documents are amended effectiveness of any written consent to the release all of the security interest granted hereby in any Pledged Collateral subject pursuant to Section 12.04 of the Credit Agreement, the security interest in such Pledged Collateral granted hereunder shall be automatically released. (d) In connection with any termination or release pursuant to this AgreementSection 21, the Administrative Agent shall execute and deliver to the applicable Pledgor, at such Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or release.

Termination; Release. (a) After it is expressly acknowledged and agreed that the Termination Date Liens 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, 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 be released on the date on which Senior Note has terminated and all Senior Obligations have been paid in full (the "SENIOR LIEN TERMINATION DATE"). Upon any release of the type described in the immediately preceding sentence, the Pledgee shall, at the request and expense of the Pledgor, release the Collateral being released and execute and deliver to 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 (without recourse and without any representation or warranty) the Collateral being released as defined below)described above. (b) Following the date on which all Obligations have been paid in full and all Financing Documents shall have terminated, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be releasedterminate, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in Pledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, “Termination Date” shall mean together with any moneys at the earliest of (i) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested time held 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 amended to release all Collateral subject to this AgreementPledgee hereunder.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the possession 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 Pledgee, if anyagreement 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 earliest of (i) the date upon which all Commitments under the Commitments Credit Agreement have been terminated, no Note under the Credit Agreement is outstanding and all Loans thereunder have been repaid in full in accordance with the terms thereof, all Letters of Credit issued under the Credit Agreement have been terminated, and all Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full in Section 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 cash in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementterms thereof.

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 Article VIII hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement as provided above, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of (i) "CA Termination Date" shall mean the date upon which the Commitments have Total Commitment has been terminated, no Letter of Credit or Note under the Credit Agreement is outstanding and all Loan other Credit Document Obligations have been paid in full in cash (excluding 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) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, the CA Termination Date shall have occurred and (y) Letters 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 that Agreement Event of Default shall have been Cash Collateralized 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 a back-to-back letter of credit no request for payment has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 hereofmade), (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After When all of the Termination Date (as defined below), Secured Obligations have been indefeasibly paid in full this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, Collateral Trustee will promptly execute and deliver to such Pledgor a the respective Grantors, upon the direction of the Trustee and at the expense of the Grantors, the proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 PledgeeCollateral Trustee and has not theretofore been disposed of, applied or released PROVIDED, HOWEVER, if any. As used in this Agreementno default or Event of Default exists, “Termination Date” shall mean the earliest 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 (i) the date upon which principal amount of the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive Series A Notes in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (ySection 3.05(c) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d3.06(b) of the Credit Agreement (but subject 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 deferral requested by the Company Collateral pursuant to the next to last sentence of Section 6.14(d) terms of the Credit Agreement and the applicable provisions hereof)Indenture, (iii) the date upon which the Collateral Agent releases Trustee will promptly return (and in any event within 10 Business Days) to the Grantors any Collateral so released that is held by or on behalf of the Collateral Trustee, including, without limitation, any Pledged Stock and any and all instruments of transfer or assignments in accordance blank with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementrespect thereto.

Termination; Release. (a) After On the Termination Date (as defined belowi), this Agreement shall automatically and unconditionally terminate (provided that all indemnities set forth herein including, without limitation, including in Section 11 hereof hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its 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, if anyassignment, 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 earliest of (i) meaning set forth in the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Security 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 Date (as defined belowprovisions of the Indenture or the Collateral Documents, survive the termination thereof), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, b) the Issuer exercises its legal defeasance option or covenant defeasance option described in Section 11 hereof shall survive any such termination) and the Lien 8.02 or 8.03, respectively, of the Pledgee Indenture or (c) the satisfaction and discharge of the Indenture occurs in accordance with Article XII thereof. Upon termination hereof, the security interests granted hereunder hereby shall automatically terminate and all rights to the Collateral shall revert to the applicable Pledgor or to such other Person as may be releasedentitled 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 the Pledgee, at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, with such endorsements or proper documents and instruments prepared by Pledgors (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral, as the case may be. In addition, Collateral shall be released from the Lien of this Agreement to the extent expressly required by Section 6.14(d) 10.04 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 amended to release all Collateral subject to this AgreementIndenture.

Termination; Release. (a1) After the Termination Date (as defined below)Date, this Agreement shall automatically 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 11 hereof 9.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorObligor, will promptly execute and deliver to such Pledgor the Obligor a proper instrument or instruments (including PPSA discharge statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the Obligor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if any. As used in 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, “Termination Date” shall mean . (2) In the earliest event that any part of the Collateral is sold or otherwise disposed of (ito a Person other than a Credit Party) the date upon which the Commitments have been terminated, and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive at any time prior to the Termination Date, in accordance connection with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized a sale or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in disposition permitted by Section 6.14(d) 9.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (but subject or all the Lenders if required by Section 13.12 of the Credit Agreement), or (y) at any time thereafter, to any deferral requested the extent permitted by the Company pursuant to Other Credit Documents, and in the next to last sentence case of Section 6.14(dclauses (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 applicable provisions hereoflike 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 (iii2). 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 date upon 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 the Collateral Agent releases the Collateral believes to be in accordance with the Credit Agreement and (ivwith) the date upon which the Loan Documents are amended to release all Collateral subject to this AgreementSection 10.9.

Termination; Release. (a) After the Termination Date (as defined below), this This Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof and the Pledged Collateral shall survive any such termination) and be released from the Lien of this Agreement when the Pledgee granted hereunder shall automatically be released, Commitments have been terminated and the Pledgeeprincipal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full. Upon termination hereof, the security interests granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall promptly (and in any event within 10 Business Days), upon the written request and at the request sole cost and expense of the respective PledgorPledgors, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Collateral Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(d) of such Pledged Collateral, as 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 amended to release all Collateral subject to this Agreementcase may be.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 5.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorCompany, will promptly execute and deliver to such Pledgor the Company a proper instrument or instruments acknowledging the satisfaction satisfac­tion and termination of this AgreementMortgage, and will duly assign, transfer and deliver to the Company (without recourse and without any representation or warranty) such Pledgor of 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 Mortgage. As used in this Mortgage, “Termination Date” shall mean the date upon which the Loans, the Reimbursement Obligations and the other Obligations 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 Pledgee, if any. As used in Collateral Agent and has not theretofore been released pursuant to this Agreement, “Termination Date” shall mean the earliest of Mortgage. (ic) the date upon which the 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit At any time that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant to desires that Collateral be released as provided in 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 amended to release all Collateral subject to this Agreement.foregoing

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically 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 Grantors (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 8.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including, without limitation, UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Aggregate Commitments under the Credit Agreement have been terminated, terminated and all Loan Document Obligations have been paid in full, no Note under the Credit Agreement is outstanding and all Revolving Loans and LC Disbursements thereunder have been repaid in full and all Letters of Credit have expired or otherwise terminated (excluding other than (x) normal continuing indemnity obligations which survive in accordance with their termscontingent indemnification obligations, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that which have been Cash Collateralized or for which a back-to-back letter of credit has been providedbackstopped on terms reasonably satisfactory to the Administrative Agent and (z) have been indefeasibly paid in full, (ii) obligations and liabilities under any agreement governing the Release Date as defined in Secured Bank Product Obligations not then due and payable pursuant to Section 6.14(d) 11.11 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 hereofAgreement), (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of such Pledgor and at the respective Pledgorwritten direction of the Holders of the Notes in accordance with the Second-Lien Note Indenture (upon such direction which the Pledgee shall conclusively rely), will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, 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 earliest of (i) the date upon which all Second-Lien Notes under the Commitments Second-Lien Note Indenture have been terminatedrepaid in full and all other Obligations (other than indemnities described in Section 11 hereof and described in Sections 3.4, 8.6 and elsewhere of the Second-Lien Note Indenture, and all Loan Document Obligations (excluding (xany other indemnities set forth in any other Security Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 6.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which all of the Commitments under the Credit Agreement have been terminated and no further Commitments may be provided pursuant thereto and all Interest Rate Protection/Currency Exchange Agreements entered into with any Other Creditor have been terminated, no promissory notes issued pursuant to the Credit Agreement are outstanding, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated, all Treasury Services have been terminated and all Loan Document outstanding obligations thereunder and under the Treasury Service Agreement have been repaid in full and all Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, will terminate such control agreements or similar agreements with respect to the Collateral as may then exist, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any monies at the time held by the Pledgee or any its sub-agents hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments 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 have been repaid in full and all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or other than arising from indemnities for which a back-to-back letter of credit no request has been providedmade) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective such Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, 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 earliest of (i) the date upon which the Commitments Obligations Termination Date shall 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreementoccurred.

Termination; Release. (a) After the Termination Date (as defined below)Date, this Agreement and the security interest created hereby shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released), and the Pledgee, at the request and expense of the respective any Pledgor, will as promptly as practicable execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in has not theretofore been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at the possession time held by the Pledgee or any of the Pledgee, if anyits sub-agents hereunder. As used in this Agreement, “Termination Date” shall mean the earliest of date upon which (i) the date upon which Total Commitments under the Commitments Credit Agreement have been terminated, (ii) all Interest Rate Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, (iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Loan Document Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable (other than indemnities described in respect thereofSection 11 hereof and described in Section 11.01 of the Credit Agreement, and (y) Letters of Credit that have been Cash Collateralized or for any other indemnities set forth in any other Secured Debt Agreements, in each case which a back-to-back letter of credit has been providedare not then due and payable) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After the Termination Date (as defined below), without any action on the part of any Secured Creditor, this Agreement shall automatically terminate and be of no further force or effect (provided that all indemnities set forth herein including, without limitation, in Section 11 10.6 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the respective Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeeCollateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Collateral Agent hereunder. As used in this Agreement, “"Termination Date” " shall mean the earliest first to occur of (i) the that date upon which the Commitments Total Commitment and all Interest Rate Protection or Other Hedging Agreements have been terminated, no Note under the Credit Agreement is outstanding, all Letters of Credit have been terminated and all Loan Document other Credit Agreement Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that then owing by such Assignor have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 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 releases directs the Collateral in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended Agent to release all the Collateral subject pursuant to this Agreement.the second sentence of Section

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, limitation in Section 11 hereof 6.1 hereof, shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments have Total Revolving Loan Commitment under the Credit Agreement has been terminated, all Loans and Unpaid Drawings have been paid in full, all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 102% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)), and all Loan other Credit Document Obligations (excluding (xother than indemnities and other contingent payment obligations under the Credit Documents which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After This Security Agreement, the Termination Date Lien in favor of the Agent (for the benefit of itself and the other Canadian Credit Parties) and all other security interests granted hereby shall terminate with respect to all Secured Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Secured Obligations shall have been indefeasibly paid in full in cash, (iii) all Canadian Letters of Credit (as defined below)in the Credit Agreement) shall have (A) expired or terminated and have been reduced to zero, (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 Unreimbursed Amounts shall have been indefeasibly paid in full in cash, provided, however, that in connection with the termination of this Agreement Security Agreement, the Agent may require such indemnities as it shall automatically terminate reasonably deem necessary or appropriate to protect the Canadian Credit Parties against (provided x) loss on account of credits previously applied to the Secured Obligations that all indemnities set forth herein includingmay subsequently be reversed or revoked, without limitation(y) any obligations that may thereafter arise with respect to the Other Liabilities, in and (z) any Secured Obligations that may thereafter arise under Section 11 hereof 10.04 of the Credit Agreement. (b) The Collateral shall survive any such termination) and be released from the Lien of this Security Agreement in accordance with the Pledgee granted hereunder shall automatically be releasedprovisions of the Credit Agreement. Upon termination hereof or any release of Collateral in accordance with the provisions of the Credit Agreement, and the PledgeeAgent shall, at upon the request and at the sole cost and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (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 Pledgee, if any. As used in this Agreement, “Termination Date” Agent and as shall mean the earliest of (i) the date upon which the Commitments not 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 amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized sold or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company otherwise applied pursuant to the next terms hereof, and, with respect to last sentence any other Collateral, proper documents and instruments (including PPSA termination statements or releases) acknowledging the termination hereof or the release of Section 6.14(dsuch Collateral, as the case may be. (c) At any time that Grantor desires that the Agent take any action described in clause (b) of this SECTION 9.5, Grantor shall, upon request of the Agent, deliver to the Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to clause (a) or (b) of this SECTION 9.5. The Agent shall have no liability whatsoever to any other Canadian Credit Agreement and Party as the applicable provisions hereof), result of any release of Collateral by it as permitted (iii) the date upon or which the Collateral Agent releases the Collateral in accordance with the Credit Agreement and (ivgood faith believes to be permitted) the date upon which the Loan Documents are amended to release all Collateral subject to by this AgreementSECTION 9.5.

Termination; Release. (a) After On the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this AgreementAgreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of 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 earliest of (i) the date upon which the Total Commitments and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, no Letter of Credit or Note is outstanding (and all Loan Document Loans have been paid in full), all Letters of Credit have been terminated (or cash collateralized in a manner consistent with Section 4.02(a) of the Credit Agreement), and all other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.

Termination; Release. (a) After Upon the occurrence of the Termination Date (as defined below)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 11 hereof the Credit Agreement with respect to this Agreement shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorGrantor, will promptly execute and deliver to such Pledgor Grantor a proper instrument or instruments acknowledging (including, without limitation, (i) UCC termination statements on form UCC-3 and (ii) 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 Pledgor 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 Pledgee, if anyCollateral Agent 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 earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated, terminated and all Loan Credit Document Obligations have been paid in full and all Letters of Credit have expired or otherwise terminated (excluding other than (x) normal continuing indemnity any indemnification obligations arising under the Credit Documents which survive in accordance with their terms, so long as no amounts are not then due and payable in respect thereofpayable, and (y) Letters of Credit that which have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (but subject to any deferral requested by the Company pursuant backstopped on terms reasonably satisfactory to the next to last sentence of Section 6.14(d) of the Credit Agreement Collateral Agent and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral in accordance with the Credit Agreement Issuing Bank or Ancillary Lender and (ivz) for the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementavoidance of doubt, liabilities under Designated Hedging Agreements and Designated Treasury Services Agreements).

Termination; Release. (a) After the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 9.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest earlier to occur of (ix) the date upon which (i) the Commitments Non-Senior [Subordinated] Secured Notes Obligations Termination Date shall have been terminatedoccurred 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 Loan Document Senior [Subordinated] Secured Notes Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or other than those arising from indemnities for which a back-to-back letter of credit no claim has been providedmade) then owing have been indefeasibly paid in full, full (ii) or defeased in accordance with the Release Date as defined in Section 6.14(d) terms of the Credit Agreement Senior [Subordinated] Secured Notes Indenture) and (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dy) of the Credit Agreement and the applicable provisions hereof), (iii) the that date upon which the Collateral Agent releases Required Secured Creditors shall have released all of the Collateral pledged hereunder in accordance with the Credit Agreement and requirements of Section 11.8(b) or (ivc) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementbelow.

Termination; Release. (a) After Immediately after the Termination Date (as defined below), this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyPledgee 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 Commitments Total Commitment and all Interest Rate Protection Agreements or Other Hedging Agreements have been terminated, and all Loan Document Obligations no Note (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in 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 indemnities described in Section 6.14(d) 11 hereof and in Section 12.13 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After the Termination Date (as defined below)Date, this -------------------- Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 6.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the request and expense of the respective PledgorAssignor, will promptly execute and deliver to such Pledgor Assignor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments 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 Loan Document other Obligations (excluding (x) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined other than any indemnities described in Section 6.14(d) 6.1 hereof and in Section 14.01 of the Credit Agreement (but subject to any deferral requested by the Company pursuant to the next to last sentence of Section 6.14(dwhich are not then due and payable) of the Credit Agreement and the applicable provisions hereof), (iii) the date upon which the Collateral Agent releases the Collateral have been paid in accordance with the Credit Agreement and (iv) the date upon which the Loan Documents are amended to release all Collateral subject to this Agreementfull.

Termination; Release. (a) After On the Termination Date (as defined below)Date, this Agreement shall automatically terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the Pledgee, at the request and expense of the respective Pledgor, will promptly execute and deliver to such Pledgor a proper instrument or instruments (including Uniform Commercial Code termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the PledgeePledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, if anytogether with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), a Partnership Interest or a Limited Liability Company Interest, a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv). As used in this Agreement, “"Termination Date” " shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of this Agreement have been terminated, no Note, Loan or Letter of Credit is outstanding and all Loan Document other Obligations (excluding (xother than indemnities described in Section 11 hereof and described in Section 10.3 of the Credit Agreement, and any other indemnities set forth in any other Collateral Documents, in each case which are not then due and payable) normal continuing indemnity obligations which survive in accordance with their terms, so long as no amounts are then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined full in Section 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 amended to release all Collateral subject to this Agreementcash.

Termination; Release. (a) After On the Termination Date (as defined below)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 11 7.1 hereof shall survive any such termination) and the Lien of the Pledgee granted hereunder shall automatically be released, and the PledgeeCollateral Agent, at the reasonable request and expense of the respective PledgorGrantor, will promptly (and the Secured Creditors hereby authorize the Collateral Agent to) execute and file or deliver to such Pledgor the Borrower or its designee a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Pledgor the applicable Grantors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee, if anyCollateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the earliest of (i) the date upon which the Commitments under the Credit Agreement have been terminated, all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or otherwise addressed in a manner reasonably acceptable to the Administrative Agent or the applicable Issuing Bank(s) and all Loan other Credit Document Obligations (excluding other than Obligations in respect of (x) normal continuing indemnity any Swap Agreements, Bank Product Agreements or Designated Foreign Facility Agreements and (y) contingent reimbursement and indemnification obligations which survive in accordance with their terms, so long as no amounts are not yet accrued and payable) then due and payable in respect thereof, and (y) Letters of Credit that have been Cash Collateralized or for which a back-to-back letter of credit has been provided) have been indefeasibly paid in full, (ii) the Release Date as defined in Section 6.14(d) of the Credit Agreement (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 amended to release all Collateral subject to this Agreement.