Common use of Release of Security Interests Clause in Contracts

Release of Security Interests. (a) As of the Original Effective Date, the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign Subsidiary. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person).

Release of Security Interests. (a) As The Shared Collateral will be released from the Collateral Trustee's Liens: (1) in whole, at any time when no Actionable Default Period is continuing, if neither the Company nor any Guarantor has any Indebtedness secured by Liens, except for the Liens described in clauses (10), (11), (17) and (28) of the Original Effective Datedefinition of "Permitted Liens;" (2) as to any or all Shared Collateral at any time when no Actionable Default Period is continuing, if (A) consent to the Administrative Agent hereby releases release of Shared Collateral has been given by an Act of Secured Debtholders and (B) such release has become effective in accordance with the terms of the consent; (3) as to any or all Shared Collateral at any time when an Actionable Default Period is continuing, if (A) consent to the release of such Shared Collateral has been given by an Act of Secured Debtholders and by the Required Lenders and (B) such release has become effective in accordance with the terms of the consent; (4) as to (A) deposits in the Texas Genco Escrow Account that are to be applied to pay the purchase price to acquire assets or Equity Interests in Texas Genco or any of its Subsidiaries, concurrently with such application; (B) any or all deposits in the Texas Genco Escrow Account that are proceeds of Specified Junior Securities issued pursuant to clause (8) of the definition of "Permitted Debt," so long as 50% of such deposits are concurrently applied to the repayment of term Indebtedness constituting Credit Agreement Debt; (C) deposits in any Cash Collateral Account or the Texas Genco Escrow Account that are to be applied to fund any mandatory prepayment or purchase offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice D) deposits in any Cash Collateral Account or the Texas Genco Escrow Account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be 101 applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Collateral or other permitted use under the Secured Debt Documents; (5) as to release) and agrees to take any action requested assets of the Seward Subsidiaries, concurrently with the incurrence by the Borrower having the effect ▇▇▇▇▇▇ Subsidiaries of releasing Permitted PEDFA Bond Indebtedness that (i▇) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant ▇s Non-Recourse to the Existing Credit Agreement Company and all of its other Restricted Subsidiaries (as defined in other than an unsecured Guarantee, if any provided by the Existing Credit Agreement) and the Loan Documents related thereto Company); and (iiB) any Capital Securities pledged is secured solely by Liens on such assets; or (6) in accordance with the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock of any Foreign SubsidiarySecurity Documents as in effect from time to time. (b) The Collateral Trustee's Liens upon Shared Collateral will no longer secure the Note Obligations and the right of the holders of Note Obligations to the benefits and proceeds of the Collateral Trustee's Liens on Shared Collateral will terminate and be discharged at the Company's written request: (1) upon satisfaction and discharge of this Indenture pursuant to Article 13 hereof; (2) upon Legal Defeasance or Covenant Defeasance; or (3) upon payment in full in cash of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash. (c) Any release of all or substantially all Shared Collateral owned by any Guarantor will become effective only if all Liens on Excluded Securities issued by such Guarantor have previously been or are concurrently released. (d) The Company shall otherwise comply with the provisions of TIA Section 314(b). (e) To the extent applicable, the Company shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by the Company and reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthis paragraph, the Administrative Agent Company shall not be required to comply with all or any portion of TIA Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including "no action" letters or exemptive orders, all or any portion of TIA Section 314(d) is hereby irrevocably authorized by inapplicable to one or a series of released Collateral. (f) To the extent applicable, the Company shall furnish to the Trustee, prior to each Lender proposed release of Collateral pursuant to the Security Documents: (without requirement of notice to or consent of any Lender except as expressly 1) all documents required by TIA Section 11.1314(d); and (2) an Opinion of Counsel to take any action requested by the Borrower having the effect of releasing that such accompanying documents constitute all documents required by TIA Section 314(d). 102 If any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Collateral is released in accordance with this Indenture or any Security Document and if the Company has delivered the certificates and documents required by the Security Documents and this Section 11.110.06, as applicablethe Trustee, or (ii) under upon receipt of such certificates and Opinion of Counsel, shall notify the circumstances described in clause (c) below. (c) Upon the occurrence Collateral Trustee of the Investment Grade Rating Date or at receipt of such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)documents.

Release of Security Interests. (a) As The Collateral Trustee’s Liens upon the Collateral shall no longer secure the Notes and Note Guarantees outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Original Effective Date, Holders of the Administrative Agent hereby releases (Notes and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant such Obligations to the Existing Credit Agreement benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged: (as defined 1) in whole, upon payment in full of all Notes Obligations that are outstanding, due and payable at the Existing Credit Agreement) and time such debt is paid in full, provided that the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant Company has delivered an Officers’ Certificate to the WWI Pledge Agreement consisting Collateral Trustee certifying that the conditions described in this clause (1) have been met and that such release of more than 65the Collateral does not violate the terms of the Security Documents; (2) upon satisfaction and discharge of the Indenture as set forth under Article 11 hereof; (3) upon a Legal Defeasance or Covenant Defeasance as set forth under Article 8 hereof; (4) upon payment in full of the Notes and all other Notes Obligations that are outstanding, due and payable at the time the Notes are paid in full; or (5) as to a release of all of the Collateral, if (a) consent to the release of that Collateral has been given by Holders of 66²/3% of the Voting Stock principal amount of the Notes, and (b) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any Foreign Subsidiarysuch necessary consents have been obtained and that such release of the Collateral does not violate the terms of the Security Documents. (b) Notwithstanding anything The Company shall comply with the provisions of TIA § 314(b); provided that the Company shall not be required to the contrary contained herein or in any other Loan Document, the Administrative Agent comply with TIA § 314(b)(1) until this Indenture is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) qualified under the circumstances described in clause (c) belowTIA. (c) Upon To the occurrence of the Investment Grade Rating Date or at such time as the Loansextent applicable, the Reimbursement Obligations and Company shall furnish to the other obligations under Trustee, prior to each proposed release of Collateral pursuant to the Loan Documents shall have been paid in full, Security Documents: (1) all documents required by TIA § 314(d); and (2) an Opinion of Counsel to the Commitments have been terminated and no Letters of Credit shall be outstanding effect that such accompanying documents constitute all documents required by TIA § 314(d). (other than Letters of Credit for which the Borrower has provided cash collateral d) If any Collateral is released in accordance with Section 2.6)this Indenture or the Mortgages and if the Company has delivered the certificates and documents required by the Mortgages and this covenant, the collateral shall be released from the Liens created by Trustee will deliver a certificate to the Collateral Documents and all obligations thereunder (other than those expressly stated to survive Trustee stating that it has received such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)documentation.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirty-Fourth Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As of At any time on or after the Original Effective Security Release Date, the Company may request the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) instruct the Collateral Agent to release) and agrees to take any action requested by release all the Borrower having Collateral from the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign SubsidiarySecurity Interests. (b) Notwithstanding anything to At any time before the contrary contained herein or in any other Loan DocumentSecurity Release Date: (i) the Super-Majority Lenders may, at the Company's request, instruct the Administrative Agent is hereby irrevocably authorized to instruct the Collateral Agent to release any or all of the Collateral from the Security Interests on such conditions (if any) as the Super-Majority Lenders may specify; (ii) the Company may request the Administrative Agent to instruct the Collateral Agent to release any portion of the Collateral from the Security Interests; provided that, concurrently with each such release, (x) the Commitments shall be proportionately reduced by each Lender an aggregate amount equal to the book value of the Collateral being released and (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1y) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) Company shall prepay Loans to the extent necessary (if any) required so that the aggregate outstanding principal amount of the Loans does not exceed the aggregate amount of the Commitments as so reduced; and (iii) the Company may request the Administrative Agent to permit consummation instruct the Collateral Agent to release Collateral owned by a Designated Subsidiary or used in a Designated Business from the Security Interests without any corresponding reduction of the Commitments; provided that the aggregate book value of all Collateral released pursuant to this clause (iii) shall not exceed $60,000,000. For purposes of any transaction expressly permitted by any Loan Document or that has been consented release pursuant to in accordance with Section 11.1, as applicable, or clause (ii) under or (iii) above, the circumstances described book value of the Collateral being released shall be determined as of a date to be selected by the Company and the Administrative Agent which shall not be earlier than the end of the month preceding the month in clause (c) belowwhich such release occurs. (c) Upon The Company shall not be entitled to any release of Collateral pursuant to this Section unless: (i) the occurrence applicable conditions to such release specified in subsection (a) or (b) above have been met, or will be met substantially concurrently with such release; and (ii) immediately after such release, no Default will have occurred and be continuing. In connection with any request for a release of the Investment Grade Rating Date or at such time as the LoansCollateral, the Reimbursement Obligations and the other obligations under the Loan Documents Company shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated deliver to survive such termination) of the Administrative Agent such officer's certificate and/or other evidence as the Administrative Agent may reasonably request to establish that such release complies with the foregoing clauses (i) and each Obligor thereunder shall terminate (in ii). Promptly upon receiving any such request and evidence of compliance reasonably satisfactory to it, the case of Administrative Agent shall, unless it determines that the Security AgreementsCompany is not entitled to such release, all without delivery of any instrument or performance of any act instruct the Collateral Agent to release Collateral as requested by any Person)the Company.

Release of Security Interests. (a) As Upon the occurrence of the Original Effective DatePayoff Receipt, the Facility Parties each agree that, except for any Surviving Rights and Obligations, the Transaction Documents and the DIP Loan Documents shall automatically terminate and be of no further force or effect (notwithstanding the requirement of the applicable parties to deliver the Servicer Notice, the Payoff Receipt Notice and the Entitlement Order after the occurrence of the Payoff Receipt as contemplated hereunder), and the Obligations and the DIP Obligations, if any (including, without limitation, the distributions owed to the Lender Parties under the Plan and payments required to be made to the Lender Parties under the Settlement Agreement) shall be deemed satisfied and the Commitments of the Lenders (and any commitments under the DIP Loan Documents), shall be terminated. In addition, upon the occurrence of the Payoff Receipt, the Administrative Agent and the DIP Agent each hereby releases (automatically release, terminate and is hereby irrevocably authorized by each Lender (without requirement discharge any and all liens the Administrative Agent, for the benefit of notice to the Secured Parties, or consent the DIP Agent, for the benefit of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement DIP Secured Parties (as defined in the Existing Credit DIP Order), as applicable, has on the Collateral (as defined in each of the Loan Agreement and the Pledge Agreement) and the Loan Documents DIP Collateral (as defined in the DIP Order), including, without limitation, the Acquired Interests and the Pledged Policies and any Pledged Financial Assets (as defined in the ▇▇▇▇▇) or security entitlements (as defined in Section 8-102(a)(17) of the UCC of the State of New York) related thereto and hereby: (i) authorizes White Eagle, the Purchaser or their respective designees to file any requisite UCC-3 termination statements in respect of the foregoing, (ii) authorizes, instructs and directs WTNA, as Agent under the Pledge Agreement, to ▇▇▇▇ the original Pledged Certificates (as defined in the Pledge Agreement) as “canceled” and deliver evidence of the same as provided in paragraph 6 below, and (iii) authorizes, instructs and directs WTNA (a) as (w) Securities Intermediary, to release any Capital control (and relieves the Securities pledged by the Borrower or its U.S. Subsidiaries pursuant Intermediary of any obligation to take instruction) with regards to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign Subsidiary. (b) Notwithstanding anything Financial Assets or security entitlements credited to the contrary contained herein or Pledged Accounts in any other Loan Document, favor of the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender under DOC ID - 32342032.17 4836-3908-3681v.2 the ▇▇▇▇▇ except as expressly required by provided in Section 11.18 hereof, and (x) Custodian to release any control (and relieves the Custodian of any obligation to take instruction) with regards to any action requested Custodial Packages or other documents held by it under the Borrower having ▇▇▇▇▇. In addition, the Pledgors, jointly and severally, agree to pay (or cause to be paid) from time to time and at any time, on demand, (y) all costs and expenses, including, without limitation, reasonable and documented attorneys’ fees, in connection with the preparation, execution, delivery, filing, recording and administration of this Agreement and the performance of any other acts required to effect the release of any security interest granted under the Transaction Documents or DIP Loan Documents and (z) without limiting the effect of releasing paragraph 30 of the Sale Order, any collateral and all stamp and other taxes and fees payable or guarantee obligations determined to be payable in connection with the execution and delivery, filing or recording of this Agreement and other instruments and documents to be delivered hereunder, and further agree to indemnify and hold harmless the Lender Parties from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs, expenses, taxes or fees. The Administrative Agent and the DIP Agent each agree to, from and after the Payoff Receipt, do all commercially reasonable things, presently or in the future, which may be reasonably requested by White Eagle to effect and evidence of record the foregoing release, including, without limitation, the delivery and authorization of UCC-3 termination statements and other discharge or release documents in respect of the Collateral (i) to as defined in each of the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1Agreement and the Pledge Agreement and the DIP Loan Documents, as applicable, or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created subject in each case to prior payment by the Collateral Documents Pledgors to the Administrative Agent and DIP Agent or of all obligations thereunder (other than those expressly stated to survive such termination) costs and expenses of the Administrative Agent and each Obligor thereunder shall terminate (DIP Agent in the case of the Security Agreements, all without connection therewith. The execution and/or delivery of any instrument agreements or performance documents, including, without limitation, this Agreement, and the actions associated with the release of the security interests and the liens referred to in this Agreement, by the Lender Parties shall be without recourse to or warranty by the Lender Parties. After the Payoff Receipt, to the extent any Lender Party receives any proceeds of any act by any Person)of the Pledged Policies, such Lender Party shall promptly, after receipt and identification thereof, inform White Eagle of such receipt and distribute such proceeds in accordance with the written instructions of White Eagle.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateSecurity Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Agent’s Liens upon the Collateral will be released: (and is hereby irrevocably authorized by each Lender 1) Upon the Discharge Date; (without requirement of notice 2) as to any or all Collateral at any time, if (A) written consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement release of Collateral has been given by an Act of Required Holders and (as defined B) such release has become effective in accordance with the Existing Credit Agreementterms of such consent; or (3) in accordance with the provisions of Section 14.05 and the Loan Security Documents related thereto and (ii) any Capital Securities pledged by as in effect at the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting time of more than 65% of the Voting Stock of any Foreign Subsidiarysuch release. (b) Notwithstanding anything The Collateral Agent’s Liens upon Collateral will no longer secure the Securities and the right of the Holders to the contrary contained herein benefits and proceeds of the Collateral Agent’s Liens on Collateral will terminate and be discharged: (1) upon discharge of this Indenture as set forth under in Section 8.01 hereof; or (2) upon payment of the Securities, in full in cash or in any Common Stock, and the payment and satisfaction of all other Loan Document, related obligations of the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by Company and the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) Guarantor under the circumstances described Securities, this Indenture and the Security Documents that are outstanding, due and payable at the time the Securities are so paid in clause (c) belowfull. (c) Upon The Company will otherwise comply with the occurrence provisions of TIA §314(b). To the Investment Grade Rating Date or at such time as the Loansextent applicable, the Reimbursement Obligations Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Liens imposed hereby and by the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be an Officer’s Certificate, except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent appraiser or other expert selected or approved by the Trustee with reasonable care. To the extent applicable, the Company will furnish to the Trustee, prior to each proposed release of Collateral pursuant to the terms hereof and the other obligations under Security Documents (i) all documents required by TIA §314(d); and (ii) an Opinion of Counsel to the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created effect that such accompanying documents constitute all documents required by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any PersonTIA §314(d).

Release of Security Interests. (a) As The Shared Collateral will be released from the Collateral Trustee's Liens: (1) in whole, at any time when no Actionable Default Period is continuing, if neither the Company nor any Subsidiary Guarantor has any Indebtedness secured by Liens, except for the Liens described in clauses (10), (11), (17) and (28) of the Original Effective Datedefinition of "Permitted Liens;" (2) as to any or all Shared Collateral at any time when no Actionable Default Period is continuing, if (A) consent to the Administrative Agent hereby releases release of Shared Collateral has been given by an Act of Secured Debtholders and (B) such release has become effective in accordance with the terms of the consent; (3) as to any or all Shared Collateral at any time when an Actionable Default Period is continuing, if (A) consent to the release of such Shared Collateral has been given by an Act of Secured Debtholders and by the Required Lenders and (B) such release has become effective in accordance with the terms of the consent; (4) as to (A) deposits in any Cash Collateral Account that are to be applied to fund any mandatory prepayment or purchase offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice B) deposits in any Cash Collateral Account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Collateral or other permitted use under the Secured Debt Documents; (5) as to release) and agrees to take any action requested assets of the ▇▇▇▇▇▇ Subsidiary, concurrently with the incurrence by the Borrower having the effect ▇▇▇▇▇▇ Subsidiary of releasing Permitted PEDFA Bond Indebtedness that (iA) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant is Non-Recourse to the Existing Credit Agreement Company and all of its other Restricted Subsidiaries (as defined in other than an unsecured Guarantee, if any, provided by the Existing Credit Agreement) and the Loan Documents related thereto Company); and (iiB) any Capital Securities pledged is secured solely by Liens on such assets; or (6) in accordance with the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock of any Foreign SubsidiarySecurity Documents as in effect from time to time. (b) Notwithstanding anything The Collateral Trustee's Liens upon Shared Collateral will no longer secure the Guarantee Obligations and the right of the holders of Guarantee Obligations to the contrary contained herein or in any other Loan Document, benefits and proceeds of the Administrative Agent is hereby irrevocably authorized by each Lender Collateral Trustee's Liens on Shared Collateral will terminate and be discharged at the Company's written request: (without requirement 1) upon satisfaction and discharge of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) Series 2004A Bonds pursuant to the extent necessary Indenture; (2) upon defeasance of the Series 2004A Bonds pursuant to permit consummation the Indenture; or (3) upon payment in full in cash of any transaction expressly permitted by any Loan Document or the Series 2004A Bonds that has been consented to are outstanding, due and payable at the time the Series 2004A Bonds are paid in accordance with Section 11.1, as applicable, or (ii) under the circumstances described full in clause (c) belowcash. (c) Upon the occurrence Any release of the Investment Grade Rating Date all or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the substantially all Shared Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act owned by any Person)Subsidiary Guarantor will become effective only if all Liens on Excluded Securities issued by such Subsidiary Guarantor have previously been or are concurrently released.

Release of Security Interests. To the extent a release is required by a Security Document, at the request of the Parent Guarantor or the Issuer, the Security Agent shall release, and the Trustee (but only if required) shall release and if so requested direct the Security Agent to release (in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document), without the need for consent of the holders of the Notes, Liens on the Collateral securing the Notes: (a) As upon payment in full of principal, interest and all other obligations on the Original Effective DateNotes issued under this Indenture or satisfaction and discharge or defeasance hereof; (b) upon release of a Guarantee, with respect to the Administrative Agent hereby releases Liens securing such Guarantee granted by such Guarantor; (and is hereby irrevocably authorized by each Lender (without requirement c) in connection with any disposition of notice Collateral, directly or indirectly, to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted Person other than the Parent Guarantor or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign Subsidiary. Restricted Subsidiaries (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of but excluding any transaction expressly permitted subject to Article Five) that is not prohibited by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, this Indenture or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date Parent Guarantor or at such time as the Loansany Restricted Subsidiary, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in fullprovided, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of (ii), the relevant Collateral remains subject to, or otherwise becomes subject to, a Lien in favor of the Notes; (d) if the Parent Guarantor designates any of its Restricted Subsidiaries to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; (e) as otherwise provided in the Intercreditor Agreement or any Additional Intercreditor Agreement; (f) as may be permitted by the covenant as provided in Section 4.20; (g) automatically without any action by the Trustee or the Security AgreementsAgent, all if the Lien granted in favor of the Revolving Credit Facility, Surety Bonds Facility or other Debt that gave rise to the obligation to grant the Lien over such Collateral is released (other than pursuant to the repayment and discharge thereof), provided that such release would otherwise be permitted by another clause above; (h) in order to effectuate a merger, consolidation, conveyance or transfer conducted in compliance with the covenant as provided in Article Five; and (i) automatically without delivery any action by the Trustee or the Security Agent, pursuant to or in connection with any Permitted Reorganization. Each of these releases shall be effected by the Security Agent without the consent of the Holders or any instrument or performance action on the part of the Trustee unless action is required by it to effect such release. Neither the Trustee nor the Security Agent shall be liable for any act by loss to any Person)person resulting from any release of liens effected in accordance with the Notes.

Release of Security Interests. (a) As The Shared Collateral will be released from the Collateral Trustee's Liens: (1) in whole, at any time when no Actionable Default Period is continuing, if neither the Company nor any Subsidiary Guarantor has any Indebtedness secured by Liens, except for the Liens described in clauses (10), (11), (17) and (28) of the Original Effective Datedefinition of "Permitted Liens;" (2) as to any or all Shared Collateral at any time when no Actionable Default Period is continuing, if (A) consent to the Administrative Agent hereby releases release of Shared Collateral has been given by an Act of Secured Debtholders and (B) such release has become effective in accordance with the terms of the consent; (3) as to any or all Shared Collateral at any time when an Actionable Default Period is continuing, if (A) consent to the release of such Shared Collateral has been given by an Act of Secured Debtholders and by the Required Lenders and (B) such release has become effective in accordance with the terms of the consent; (4) as to (A) deposits in any Cash Collateral Account that are to be applied to fund any mandatory prepayment or purchase offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice B) deposits in any Cash Collateral Account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Collateral or other permitted use under the Secured Debt Documents; (5) as to release) and agrees to take any action requested assets of the ▇▇▇▇▇▇ Subsidiary, concurrently with the incurrence by the Borrower having the effect ▇▇▇▇▇▇ Subsidiary of releasing Permitted PEDFA Bond Indebtedness that (iA) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant is Non-Recourse to the Existing Credit Agreement Company and all of its other Restricted Subsidiaries (as defined in other than an unsecured Guarantee, if any, provided by the Existing Credit Agreement) and the Loan Documents related thereto Company); and (iiB) any Capital Securities pledged is secured solely by Liens on such assets; or (6) in accordance with the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock of any Foreign SubsidiarySecurity Documents as in effect from time to time. (b) Notwithstanding anything The Collateral Trustee's Liens upon Shared Collateral will no longer secure the Guarantee Obligations and the right of the holders of Guarantee Obligations to the contrary contained herein or in any other Loan Document, benefits and proceeds of the Administrative Agent is hereby irrevocably authorized by each Lender Collateral Trustee's Liens on Shared Collateral will terminate and be discharged at the Company's written request: (without requirement 1) upon satisfaction and discharge of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) Series 2002A Bonds pursuant to the extent necessary Indenture; (2) upon defeasance of the Series 2002A Bonds pursuant to permit consummation the Indenture; or (3) upon payment in full in cash of any transaction expressly permitted by any Loan Document or the Series 2002A Bonds that has been consented to are outstanding, due and payable at the time the Series 2002A Bonds are paid in accordance with Section 11.1, as applicable, or (ii) under the circumstances described full in clause (c) belowcash. (c) Upon the occurrence Any release of the Investment Grade Rating Date all or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the substantially all Shared Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act owned by any Person)Subsidiary Guarantor will become effective only if all Liens on Excluded Securities issued by such Subsidiary Guarantor have previously been or are concurrently released.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirty-Fifth Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As The Collateral Trustee’s Liens upon the Collateral shall no longer secure the Notes and Note Guarantees outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Original Effective Date, Holders of the Administrative Agent hereby releases (Notes and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant such Obligations to the Existing Credit Agreement benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged: ARTICLE 1. in whole, upon satisfaction and discharge of this Indenture as set forth under Article 11 hereof; (1) upon a Legal Defeasance or Covenant Defeasance as defined set forth under Article 8 hereof; (2) in whole, upon payment in full of the Notes and all other Notes Obligations that are outstanding, due and payable at the time the Notes are paid in full; (3) with respect to any property or other assets included in the Existing Credit Agreement) and Collateral, upon the Loan Documents related thereto and (ii) disposition of such property or assets to a Person that is not the Company or any Capital Securities pledged by the Borrower or of its U.S. Restricted Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% extent not prohibited under this Indenture, including Section 4.10; (4) in accordance with Article 9 hereof; or (5) with respect to property and assets subject to an Equal and Ratable Lien, automatically upon release of the Voting Stock of any Foreign SubsidiaryLien requiring the Equal and Ratable Lien. (b) Notwithstanding anything The Company shall comply with the provisions of TIA § 314(b); provided that the Company shall not be required to the contrary contained herein or in any other Loan Document, the Administrative Agent comply with TIA § 314(b)(1) until this Indenture is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) qualified under the circumstances described in clause (c) belowTIA. (c) Upon To the occurrence of the Investment Grade Rating Date or at such time as the Loansextent applicable, the Reimbursement Obligations and Company shall furnish to the other obligations under Trustee, prior to each proposed release of Collateral pursuant to the Loan Documents shall have been paid in full, Security Documents: (1) all documents required by TIA § 314(d); and (2) an Opinion of Counsel to the Commitments have been terminated and no Letters of Credit shall be outstanding effect that such accompanying documents constitute all documents required by TIA § 314(d). (other than Letters of Credit for which the Borrower has provided cash collateral d) If any Collateral is released in accordance with Section 2.6)this Indenture or the Mortgages and if the Company has delivered the certificates and documents required by the Mortgages and this covenant, the collateral shall be released from the Liens created by Trustee will deliver a certificate to the Collateral Documents and all obligations thereunder (other than those expressly stated to survive Trustee stating that it has received such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)documentation.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Shared Collateral will be released: (1) in whole, at any time, if neither the Company nor any Guarantor has any Secured Debt nor Junior Lien Debt secured by Liens under the Security Documents; (2) as to any or all Shared Collateral at any time, if (A) consent to the release of Shared Collateral has been given by an Act of Required DebtHolders and (B) such release has become effective in accordance with the terms of such consent; (3) as to (A) deposits in any cash collateral account that are to be applied to fund any mandatory prepayment or purpose offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all Holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice B) deposits in any cash collateral account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Shared Collateral or other permitted use under the Secured Debt Documents; (4) to release) and agrees to take any action requested by in accordance with the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock Security Documents as in effect from time to time; or (5) in order to permit the consummation of any Foreign SubsidiaryAsset Sales permitted by this Indenture. (b) With respect to the Notes or each series of Notes, the Collateral Trustee’s Liens upon Shared Collateral will no longer secure the note Obligations with respect to the Notes or that series of Notes and the right of the Holders of such note Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on Shared Collateral will terminate and be discharged: (1) upon satisfaction and discharge of this Indenture as set forth under in Section 12.01 hereof; (2) upon a Legal Defeasance or Covenant Defeasance with respect to that series of Notes as set forth in Article 8 hereof; or (3) upon payment in full in cash of the applicable Notes and all other related Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash. (c) the Company will otherwise comply with the provisions of TIA §314(b). To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an Officer of the General Partner except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthis paragraph, the Administrative Agent Company will not be required to comply with all or any portion of TIA §314(d) (1) with respect to certain ordinary course of business releases of Shared Collateral as described in this Indenture and (2) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is hereby irrevocably authorized by inapplicable to one or a series of released Shared Collateral. To the extent applicable, the Company will furnish to the Trustee, prior to each Lender proposed release of Shared Collateral pursuant to the Security Documents: (without requirement of notice to or consent of any Lender except as expressly 1) all documents required by Section 11.1TIA §314(d); and (2) an opinion of counsel to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted that such accompanying documents constitute all documents required by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any PersonTIA §314(d).

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any Foreign Subsidiaryof the Stock Secured Debt Documents; (4) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (5) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (6) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Eleventh Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As The Shared Collateral will be released from the Collateral Trustee's Liens: (1) in whole, at any time when no Actionable Default Period is continuing, if neither the Company nor any Guarantor has any Indebtedness secured by Liens, except for the Liens described in clauses (10), (11), (17) and (28) of the Original Effective Datedefinition of "Permitted Liens;" (2) as to any or all Shared Collateral at any time when no Actionable Default Period is continuing, if (A) consent to the Administrative Agent hereby releases release of Shared Collateral has been given by an Act of Secured Debtholders and (B) such release has become effective in accordance with the terms of the consent; (3) as to any or all Shared Collateral at any time when an Actionable Default Period is continuing, if (A) consent to the release of such Shared Collateral has been given by an Act of Secured Debtholders and by the Required Lenders and (B) such release has become effective in accordance with the terms of the consent; (4) as to (A) deposits in any Cash Collateral Account that are to be applied to fund any mandatory prepayment or purchase offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice B) deposits in any Cash Collateral Account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Collateral or other permitted use under the Secured Debt Documents; (5) as to release) and agrees to take any action requested assets of the ▇▇▇▇▇▇ Subsidiary, concurrently with the incurrence by the Borrower having the effect ▇▇▇▇▇▇ Subsidiary of releasing Permitted PEDFA Bond Indebtedness that (iA) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant is Non-Recourse to the Existing Credit Agreement Company and all of its other Restricted Subsidiaries (as defined in other than an unsecured Guarantee, if any provided by the Existing Credit Agreement) and the Loan Documents related thereto Company); and (iiB) any Capital Securities pledged is secured solely by Liens on such assets; or (6) in accordance with the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock of any Foreign SubsidiarySecurity Documents as in effect from time to time. (b) The Collateral Trustee's Liens upon Shared Collateral will no longer secure the Note Obligations and the right of the holders of Note Obligations to the benefits and proceeds of the Collateral Trustee's Liens on Shared Collateral will terminate and be discharged at the Company's written request: (1) upon satisfaction and discharge of this Supplemental Indenture pursuant to Article 13 hereof; (2) upon Legal Defeasance or Covenant Defeasance; or (3) upon payment in full in cash of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash. (c) Any release of all or substantially all Shared Collateral owned by any Guarantor will become effective only if all Liens on Excluded Securities issued by such Guarantor have previously been or are concurrently released. (d) The Company shall otherwise comply with the provisions of TIA Section 314(b). (e) To the extent applicable, the Company shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by the Company and reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthis paragraph, the Administrative Agent Company shall not be required to comply with all or any portion of TIA Section 314(d) (1) with respect to releases of Collateral pursuant to Section 10.06(g) and (2) if it determines, in good faith based on advice of counsel, that under the terms of Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including "no action" letters or exemptive orders, all or any portion of TIA Section 314(d) is hereby irrevocably authorized by inapplicable to one or a series of released Collateral. (f) To the extent applicable, the Company shall furnish to the Trustee, prior to each Lender proposed release of Collateral pursuant to the Security Documents: (without requirement of notice to or consent of any Lender except as expressly 1) all documents required by Section 11.1TIAss.314(d); and (2) an Opinion of Counsel to take any action requested by the Borrower having the effect of releasing that such accompanying documents constitute all documents required by TIA Section 314(d). If any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Collateral is released in accordance with the Indenture or any Security Document and if the Company has delivered the certificates and documents required by the Security Documents and this Section 11.110.06, the Trustee, upon receipt of such certificates and Opinion of Counsel, shall notify the Collateral Trustee of the receipt of such documents. (g) Notwithstanding anything herein to the contrary, so long as applicableno Event of Default shall have occurred and be continuing: (1) the Company may, without any prior release or consent by the Trustee, conduct the following ordinary course activities in respect of the Collateral subject to the lien of the Security Documents which do not individually or in the aggregate adversely affect the value of such Collateral: (iia) under cash payments (including for the circumstances described scheduled repayment of Indebtedness) in clause the ordinary course of business; (cb) below.sales or other dispositions of inventory in the ordinary course of business; (c) Upon collections, sales or other dispositions of accounts receivable in the occurrence ordinary course of business; and (d) sales or other dispositions in the ordinary course of business of any property the use of which is no longer necessary or desirable in the proper conduct of the Investment Grade Rating Date or at such time as business of the Loans, Company and its Subsidiaries and is not material to the Reimbursement Obligations conduct of the business of the Company and its Subsidiaries; and (2) the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters fair value of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral any Collateral released in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder clause (other than those expressly stated to survive such termination1) of this Section 10.06(g) need not be considered in determining whether the Administrative Agent aggregate fair value of Collateral released in any calendar year meets or exceeds the 10% threshold specified in TIA Section 314(d); provided, however, that the Company's right to rely on this Section 10.06(g) will be conditioned upon the Company's delivering to the Trustee, within 30 calendar days following the end of each six-month period beginning on January 1 and each Obligor thereunder shall terminate (July 1 of any year, an Officer's Certificate to the effect that all releases during such six-month period in respect of which the Company did not comply with TIA Section 314(d) in reliance on this Section 10.06(g) were made in the case ordinary course of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)business.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirty-First Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. Subject to this First Supplemental Indenture becoming operative pursuant to Section 3.1, upon delivery by the Company to the Trustee and to the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture and the Security Documents regarding the release of Collateral have been complied with and the execution of this First Supplemental Indenture is authorized and permitted by the Indenture, the Trustee and the Collateral Agent shall execute a certificate certifying that, without recourse, representation or warranty, (a) As of the Original Effective Date, the Administrative Agent hereby releases (all Liens and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined security interests in the Existing Credit Agreement) Collateral arising under the Security Documents are hereby automatically released and the Loan Documents related thereto terminated, absolutely and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign Subsidiary. irrevocably, (b) Notwithstanding anything to the contrary contained herein or in Security Documents are hereby terminated and of no further force and effect without any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any further action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document Person, and the Collateral Agent hereby expressly relinquishes, releases and renders ineffective all of its right, power and interest derived from or that has been consented to in accordance with Section 11.1, as applicable, or (ii) under the circumstances described in clause Security Documents (c) below. (c) Upon except for the occurrence rights, privileges and immunities of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations Trustee and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated Collateral Agent and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those provisions that are expressly stated to survive such termination) the termination of the Administrative Indenture and the Security Documents) and (c) all obligations and liabilities under the Security Documents of the parties thereto are hereby deemed to be satisfied in full (except for the rights, privileges and immunities of the Trustee and the Collateral Agent and each Obligor thereunder those obligations and liabilities that are expressly stated to survive the termination of the Indenture and the Security Documents). Without limiting the foregoing, pursuant to such certificate, the Collateral Agent shall terminate (authorize the Company to file of record UCC-3 termination statements with respect to financing statements which name the Company or a Guarantor as debtor and Collateral Agent as secured party in connection with the Indenture and the Security Documents and agrees to execute and deliver such instruments and take such other actions as the Company or the Guarantors shall deem necessary or advisable to evidence the release and termination of the Liens and security interests in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)Collateral.

Release of Security Interests. (a) As The Collateral will be released from the Collateral Trustee’s Liens: (1) in whole, at any time when no Default Period is continuing, if neither the Company nor any Subsidiary Guarantor has any Guaranteed Obligations secured by Liens; (2) as to any or all Collateral at any time, if (A) consent to the release of Collateral has been given by an Act of Guaranteed Debtholders and (B) such release has become effective in accordance with the terms of the Original Effective Date, consent; and (3) in accordance with the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock of any Foreign Subsidiarysecurity documents as in effect from time to time. (b) Notwithstanding anything The Collateral Trustee’s Liens upon Collateral will no longer secure this Guarantee Agreement and the right of the holders of Guaranteed Obligations to the contrary contained herein or in any other Loan Document, benefits and proceeds of the Administrative Agent is hereby irrevocably authorized by each Lender Collateral Trustee’s Liens on Collateral will terminate and be discharged at the Company’s written request: (without requirement 1) upon satisfaction and discharge of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) Guaranteed Obligations pursuant to the extent necessary indenture or other similar instrument under which they were issued.; (2) upon defeasance of the Guaranteed Obligations pursuant to permit consummation the indenture or other similar instrument under which they were issued; or (3) upon payment in full in cash of any transaction expressly permitted by any Loan Document or the Guaranteed Obligations that has been consented to are outstanding, due and payable at the time the Guaranteed Obligations are paid in accordance with Section 11.1, as applicable, or (ii) under the circumstances described full in clause (c) belowcash. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral If any Collateral is released in accordance with this Guarantee Agreement or any security document and if the Company has delivered the certificates and documents required by the Security Documents and this Section 2.6)8.06, the collateral Trustee, upon receipt of such certificates and Opinion of Counsel, shall be released from the Liens created by notify the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) Trustee of the Administrative Agent and each Obligor thereunder shall terminate (in the case receipt of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)such documents.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Twentieth Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Shared Collateral will be released: (1) in whole, at any time, if neither the Company nor any Guarantor has any Secured Debt nor Junior Lien Debt secured by Liens under the Security Documents; (2) as to any or all Shared Collateral at any time, if (A) consent to the release of Shared Collateral has been given by an Act of Required Debtholders and (B) such release has become effective in accordance with the terms of such consent; (3) as to (A) deposits in any cash collateral account that are to be applied to fund any mandatory prepayment or purpose offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice B) deposits in any cash collateral account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Shared Collateral or other permitted use under the Secured Debt Documents; (4) to release) and agrees to take any action requested by in accordance with the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock Security Documents as in effect from time to time; or (5) in order to permit the consummation of any Foreign SubsidiaryAsset Sales permitted by this Indenture. (b) With respect to the Notes or each series of Notes, the Collateral Trustee’s Liens upon Shared Collateral will no longer secure the note Obligations with respect to the Notes or that series of Notes and the right of the Holders of such note Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on Shared Collateral will terminate and be discharged: (1) upon satisfaction and discharge of this Indenture as set forth under in Section 12.01 hereof; (2) upon a Legal Defeasance or Covenant Defeasance with respect to that series of Notes as set forth in Article 8 hereof; or (3) upon payment in full in cash of the applicable Notes and all other related Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash. (c) the Company will otherwise comply with the provisions of TIA §314(b). To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an Officer of the General Partner except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthis paragraph, the Administrative Agent Company will not be required to comply with all or any portion of TIA §314(d) (1) with respect to certain ordinary course of business releases of Shared Collateral as described in this Indenture and (2) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is hereby irrevocably authorized by inapplicable to one or a series of released Shared Collateral. To the extent applicable, the Company will furnish to the Trustee, prior to each Lender proposed release of Shared Collateral pursuant to the Security Documents: (without requirement of notice to or consent of any Lender except as expressly 1) all documents required by Section 11.1TIA §314(d); and (2) an opinion of counsel to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted that such accompanying documents constitute all documents required by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any PersonTIA §314(d).

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s Junior Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s Junior Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirtieth Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall Junior Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As The Collateral Trustee’s Liens upon the Collateral shall no longer secure the Notes and Note Guarantees outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Original Effective Date, Holders of the Administrative Agent hereby releases (Notes and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant such Obligations to the Existing Credit Agreement benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged: (as defined 1) in whole, upon payment in full of all Note Obligations that are outstanding, due and payable at the Existing Credit Agreement) and time such debt is paid in full, provided that the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant Company has delivered an Officer’s Certificate to the WWI Pledge Agreement consisting Collateral Trustee certifying that the conditions described in this clause (1) have been met and that such release of more than 65the Collateral does not violate the terms of the Security Documents; (2) upon satisfaction and discharge of the Indenture as set forth under Article 11 hereof; (3) upon a Legal Defeasance or Covenant Defeasance as set forth under Article 8 hereof; (4) upon payment in full of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full; or (5) as to a release of all of the Collateral, if (a) consent to the release of that Collateral has been given by Holders of 662/3% of the Voting Stock principal amount of the Notes, and (b) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any Foreign Subsidiarysuch necessary consents have been obtained and that such release of the Collateral does not violate the terms of the Security Documents. (b) Notwithstanding anything The Company shall comply with the provisions of TIA § 314(b); provided, that the Company shall not be required to the contrary contained herein or in any other Loan Document, the Administrative Agent comply with TIA § 314(b)(1) until this Indenture is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) qualified under the circumstances described in clause (c) belowTIA. (c) Upon To the occurrence of the Investment Grade Rating Date or at such time as the Loansextent applicable, the Reimbursement Obligations and Company shall furnish to the other obligations under Trustee, prior to each proposed release of Collateral pursuant to the Loan Documents shall have been paid in full, Security Documents: (1) all documents required by TIA § 314(d); and (2) an opinion of counsel to the Commitments have been terminated and no Letters of Credit shall be outstanding effect that such accompanying documents constitute all documents required by TIA § 314(d). (other than Letters of Credit for which the Borrower has provided cash collateral d) If any Collateral is released in accordance with Section 2.6)this Indenture or the Mortgages and if the Company has delivered the certificates and documents required by the Mortgages and this covenant, the collateral shall be released from the Liens created by Trustee will deliver a certificate to the Collateral Documents and all obligations thereunder (other than those expressly stated to survive Trustee stating that it has received such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)documentation.

Release of Security Interests. (a) As The Seller will cause the release of all Security Interests on the Acquired Assets prior to or simultaneous with the Closing. Until such time, if any, as this Agreement is terminated pursuant to Section 8, Seller agrees not to solicit or consider other proposals concerning the sale of the Original Effective DateBusiness, the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement of notice Acquired Assets, or the Assumed Liabilities to other entities expressing interest in acquiring, leasing or consent of managing the Acquired Assets, the Assumed Liabilities, or the Business whether for themselves or others, or to divulge or otherwise disclose any Lender) information to release) and agrees to take such entities regarding any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% aspects of the Voting Stock Contemplated Transactions, including but not limited to, purchase price, terms, or status of any Foreign Subsidiary. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Documentnegotiations and discussions between Seller, the Administrative Agent is hereby irrevocably Purchaser, or their authorized by each Lender (without requirement of notice to or consent of any Lender representatives, except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation comply with the applicable disclosure requirements of any transaction expressly permitted the NASDAQ stock exchange, or applicable Legal Requirements. Notwithstanding the foregoing, the Parent and its board of directors may consider other bona fide and unsolicited proposals by any Loan Document or third parties with respect to the acquisition of all of the Business, the Acquired Assets, and the Assumed Liabilities (each such bona fide and unsolicited proposal, an "Alternative Proposal"), provided Parent's board of directors concludes, based on an opinion of counsel, that has been consented it must consider such to avoid a breach of its fiduciary duties arising under applicable Legal Requirements. In the event that the board of directors of the Parent concludes in accordance with good faith that such Alternative Proposal shall provide consideration to the Seller of materially greater value than the Asset Purchase Consideration hereunder and is otherwise in the best interests of the Parent's shareholders, then the Parent may accept such Alternative Proposal and terminate this Agreement after affording the Purchaser not less than five (5) business days in which to meet the terms and purchase price of such Alternative Proposal. In the event of such termination of this Agreement pursuant to this Section 11.15.6, the Parent shall promptly on demand therefor, pay to the Purchaser the sum of Five Million Dollars ($5,000,000.00), as applicable, or (ii) under the circumstances described in clause (c) belowliquidated damages and not as a penalty. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person).

Release of Security Interests. (a) As The Collateral Trustee’s Liens upon the Collateral shall no longer secure the Notes and Note Guarantees outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Original Effective Date, Holders of the Administrative Agent hereby releases (Notes and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant such Obligations to the Existing Credit Agreement benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged: (1) in whole, upon satisfaction and discharge of this Indenture as defined set forth under Article 11 hereof; (2) upon a Legal Defeasance or Covenant Defeasance as set forth under Article 8 hereof; (3) in whole, upon payment in full of the Notes and all other Notes Obligations that are outstanding, due and payable at the time the Notes are paid in full; (4) with respect to any property or other assets included in the Existing Credit Agreement) and Collateral, upon the Loan Documents related thereto and (ii) disposition of such property or assets to a Person that is not the Company or any Capital Securities pledged by the Borrower or of its U.S. Restricted Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% extent not prohibited under this Indenture, including Section 4.10; (5) in accordance with Article 9 hereof; or (6) with respect to property and assets subject to an Equal and Ratable Lien, automatically upon release of the Voting Stock of any Foreign SubsidiaryLien requiring the Equal and Ratable Lien. (b) Notwithstanding anything The Company shall comply with the provisions of TIA § 314(b); provided that the Company shall not be required to the contrary contained herein or in any other Loan Document, the Administrative Agent comply with TIA § 314(b)(1) until this Indenture is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) qualified under the circumstances described in clause (c) belowTIA. (c) Upon To the occurrence of the Investment Grade Rating Date or at such time as the Loansextent applicable, the Reimbursement Obligations and Company shall furnish to the other obligations under Trustee, prior to each proposed release of Collateral pursuant to the Loan Documents shall have been paid in full, Security Documents: (1) all documents required by TIA § 314(d); and (2) an Opinion of Counsel to the Commitments have been terminated and no Letters of Credit shall be outstanding effect that such accompanying documents constitute all documents required by TIA § 314(d). (other than Letters of Credit for which the Borrower has provided cash collateral d) If any Collateral is released in accordance with Section 2.6)this Indenture or the Mortgages and if the Company has delivered the certificates and documents required by the Mortgages and this covenant, the collateral shall be released from the Liens created by Trustee will deliver a certificate to the Collateral Documents and all obligations thereunder (other than those expressly stated to survive Trustee stating that it has received such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)documentation.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirty-Third Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirty-Seventh Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s Junior Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Twenty-Eighth Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall Junior Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As In accordance with the provisions of the Original Effective DateCollateral Trust Agreement or as provided hereby, the Administrative Agent hereby releases Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Stock Secured Debt and all other Stock Secured Obligations that are outstanding, due and payable at the time all of the Stock Secured Debt is hereby irrevocably authorized by each Lender paid in full and discharged and (without requirement B) termination or expiration of notice all commitments to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) extend credit under all Stock Secured Debt Documents and the Loan Documents related thereto and cancellation or termination or cash collateralization (iiat the lower of (1) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65105% of the Voting aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Stock Secured Debt Documents) of all outstanding letters of credit, if any, issued pursuant to any Stock Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor (including by way of merger or consolidation) to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that does not violate Section 4.6 hereof and is not prohibited by any of the other Stock Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 801 of the Existing Indenture or Section 9.4 hereof; (3) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon the sale or other disposition of any Foreign Subsidiaryportion of such Collateral (including by way of merger or consolidation) in connection with a Permitted Joint Venture Transaction, but only with respect to the Capital Stock sold or otherwise disposed of; provided, that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition violates Section 801 of the Existing Indenture or Section 9.4 hereof; (4) as to any Collateral constituting pledged Capital Stock of a Subsidiary of the Company, upon liquidation and dissolution of that Subsidiary in a transaction that is not prohibited by any of the Stock Secured Debt Documents; (5) as to any Collateral owned by a Guarantor, upon the release of that Guarantor from its Guarantee in accordance with the terms of the Stock Secured Debt Documents; (6) as to a release of any or all of the Collateral, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Stock Secured Debt at the time outstanding as provided for in the applicable Stock Secured Debt Documents and (B) the Company has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; and (7) as otherwise permitted by the Indenture and each other Stock Secured Debt Document. (b) Notwithstanding anything With respect to the contrary contained herein Notes, the Collateral Trustee’s First-Priority Stock Lien upon the Collateral will no longer secure the Notes outstanding under the Indenture or any other Obligations in respect of such Notes under the Indenture, and the right of the Holders of Notes and such Obligations to the benefits and Proceeds of the Collateral Trustee’s First-Priority Stock Lien on the Collateral will terminate and be discharged: (1) upon satisfaction and discharge of the Indenture as set forth under Article Four of the Existing Indenture or Article Ten hereof; (2) upon a Defeasance or Covenant Defeasance of the Notes as set forth under Article Six hereof; (3) upon payment in full and discharge of all Notes Outstanding under the Indenture and all Obligations in respect of such Notes that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or (4) in whole or in any other Loan Documentpart, with the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having Holders of the effect requisite percentage of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Notes then outstanding in accordance with Section 11.1Article Nine of the Existing Indenture, as applicable, or (ii) under supplemented by Article Seven of this Thirty-Second Supplemental Indenture. In addition the circumstances described in clause (c) below. (c) Upon Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the occurrence Trustee stating that all conditions precedent to the release of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall First-Priority Stock Liens have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)satisfied.

Release of Security Interests. (a) As With respect to the Notes or each series of Notes, the Security Trustee’s Liens upon Collateral will no longer secure the obligations with respect to the Notes or that series of Notes and the right of the Original Effective Date, the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement Holders of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee such obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) benefits and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% proceeds of the Voting Stock Security Trustee’s Liens on Collateral will terminate and be discharged: (A) upon satisfaction and discharge of any Foreign Subsidiarythis Indenture as set forth under in Section 12.01; (B) upon a Legal Defeasance or Covenant Defeasance with respect to that series of Notes as set forth in Article 8; or (C) upon payment in full in cash of the applicable Notes and all other related Note obligations that are outstanding, due and payable at the time the Notes are paid in full in cash; and (2) in accordance with the CSAA. (b) The Company will otherwise comply with the provisions of TIA §314(b). To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an Authorized Officer of, or counsel for, the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthis paragraph, the Administrative Agent Company will not be required to comply with all or any portion of TIA §314(d) (1) with respect to certain ordinary course of business releases of Collateral as described in this Indenture and the CSAA and (2) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is hereby irrevocably authorized by inapplicable to one or a series of released Collateral. To the extent applicable, the Company will furnish to the Trustee, prior to each Lender proposed release of Collateral pursuant to the Security Documents: (without requirement of notice to or consent of any Lender except as expressly 1) all documents required by Section 11.1TIA §314(d); and (2) an Opinion of Counsel to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted that such accompanying documents constitute all documents required by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any PersonTIA §314(d).

Release of Security Interests. (a) As of the Original Effective Date, the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined in the Existing Credit Agreement) and the Loan Documents related thereto and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign Subsidiary. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to in accordance with Section 11.1, as applicable, 11.1 or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6)outstanding, the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person).

Release of Security Interests. (a) As The Shared Collateral will be released from the Collateral Trustee's Liens: (1) in whole, at any time when no Actionable Default Period is continuing, if neither the Company nor any Guarantor has any Indebtedness secured by Liens, except for the Liens described in clauses (10), (11), (17) and (28) of the Original Effective Datedefinition of "Permitted Liens;" (2) as to any or all Shared Collateral at any time when no Actionable Default Period is continuing, if (A) consent to the Administrative Agent hereby releases release of Shared Collateral has been given by an Act of Secured Debtholders and (B) such release has become effective in accordance with the terms of the consent; (3) as to any or all Shared Collateral at any time when an Actionable Default Period is continuing, if (A) consent to the release of such Shared Collateral has been given by an Act of Secured Debtholders and by the Required Lenders and (B) such release has become effective in accordance with the terms of the consent; (4) as to (A) deposits in the Texas Genco Escrow Account that are to be applied to pay the purchase price to acquire assets or Equity Interests in Texas Genco or any of its Subsidiaries, concurrently with such application; (B) any or all deposits in the Texas Genco Escrow Account that are proceeds of Specified Junior Securities issued pursuant to clause (8) of the definition of "Permitted Debt," so long as 50% of such deposits are concurrently applied to the repayment of term Indebtedness constituting Credit Agreement Debt; (C) deposits in any Cash Collateral Account or the Texas Genco Escrow Account that are to be applied to fund any mandatory prepayment or purchase offer (including an Asset Sale Offer) that becomes required as to any Secured Debt as a result of a sale of assets, concurrently with such application, so long as effective provision is hereby irrevocably authorized by each Lender made for apportionment of such funding to all holders of Secured Debt entitled to participate in such mandatory prepayment or purchase offer in accordance with their respective entitlements under the Secured Debt Documents; and (without requirement of notice D) deposits in any Cash Collateral Account or the Texas Genco Escrow Account that constitute proceeds from an asset sale that are permitted under the Secured Debt Documents to be reinvested or consent otherwise are not required under the Secured Debt Documents to be reinvested or otherwise are not required to be applied to a mandatory prepayment or purchase offer in respect of any LenderSecured Debt, concurrently with such reinvestment in assets constituting Collateral or other permitted use under the Secured Debt Documents; (5) as to release) and agrees to take any action requested assets of the Seward Subsidiaries, concurrently with the incurrence by the Borrower having the effect ▇▇▇▇▇▇ Subsidiaries of releasing Permitted PEDFA Bond Indebtedness that (i▇) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant ▇s Non-Recourse to the Existing Credit Agreement Company and all of its other Restricted Subsidiaries (as defined in other than an unsecured Guarantee, if any provided by the Existing Credit Agreement) and the Loan Documents related thereto Company); and (iiB) any Capital Securities pledged is secured solely by Liens on such assets; or (6) in accordance with the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% provisions of the Voting Stock of any Foreign SubsidiarySecurity Documents as in effect from time to time. (b) The Collateral Trustee's Liens upon Shared Collateral will no longer secure the Note Obligations and the right of the holders of Note Obligations to the benefits and proceeds of the Collateral Trustee's Liens on Shared Collateral will terminate and be discharged at the Company's written request: (1) upon satisfaction and discharge of this Indenture pursuant to Article 13 hereof; (2) upon Legal Defeasance or Covenant Defeasance; or (3) upon payment in full in cash of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash. (c) Any release of all or substantially all Shared Collateral owned by any Guarantor will become effective only if all Liens on Excluded Securities issued by such Guarantor have previously been or are concurrently released. (d) The Company shall otherwise comply with the provisions of TIA Section 314(b). (e) To the extent applicable, the Company shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by the Company and reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary contained herein or in any other Loan Documentthis paragraph, the Administrative Agent Company shall not be required to comply with all or any portion of TIA Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including "no action" letters or exemptive orders, all or any portion of TIA Section 314(d) is hereby irrevocably authorized by inapplicable to one or a series of released Collateral. (f) To the extent applicable, the Company shall furnish to the Trustee, prior to each Lender proposed release of Collateral pursuant to the Security Documents: (without requirement of notice to or consent of any Lender except as expressly 1) all documents required by TIA Section 11.1314(d); and (2) an Opinion of Counsel to take any action requested by the Borrower having the effect of releasing that such accompanying documents constitute all documents required by TIA Section 314(d). If any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to Collateral is released in accordance with this Indenture or any Security Document and if the Company has delivered the certificates and documents required by the Security Documents and this Section 11.110.06, as applicablethe Trustee, or (ii) under upon receipt of such certificates and Opinion of Counsel, shall notify the circumstances described in clause (c) below. (c) Upon the occurrence Collateral Trustee of the Investment Grade Rating Date or at receipt of such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)documents.

Release of Security Interests. Section 2.1 Subject to this Supplemental Indenture becoming operative pursuant to Section 3.1, upon delivery by the Issuer to the Trustee and to the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture and the Security Documents regarding the release of Collateral have been complied with, the Trustee and the Collateral Agent shall execute a certificate certifying that, without recourse, representation or warranty, (a) As of the Original Effective Date, the Administrative Agent hereby releases (all Liens and is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to release) and agrees to take any action requested by the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement (as defined security interests in the Existing Credit Agreement) Collateral arising under the Security Documents are hereby automatically released and the Loan Documents related thereto terminated, absolutely and (ii) any Capital Securities pledged by the Borrower or its U.S. Subsidiaries pursuant to the WWI Pledge Agreement consisting of more than 65% of the Voting Stock of any Foreign Subsidiary. irrevocably, (b) Notwithstanding anything to the contrary contained herein or in Security Documents are hereby terminated and of no further force and effect without any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any further action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document Person, and the Collateral Agent hereby expressly relinquishes, releases and renders ineffective all of its right, power and interest derived from or that has been consented to in accordance with Section 11.1, as applicable, or (ii) under the circumstances described in clause Security Documents (c) below. (c) Upon except for the occurrence rights, privileges and immunities of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations Trustee and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated Collateral Agent and no Letters of Credit shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those provisions that are expressly stated to survive such termination) the termination of the Administrative Indenture and the Security Documents) and (c) all obligations and liabilities under the Security Documents of the parties thereto are hereby deemed to be satisfied in full (except for the rights, privileges and immunities of the Trustee and the Collateral Agent and each Obligor thereunder those obligations and liabilities that are expressly stated to survive the termination of the Indenture and the Security Documents). Without limiting the foregoing, pursuant to such certificate, the Collateral Agent shall terminate (authorize the Issuer to file of record UCC-3 termination statements with respect to financing statements which name the Issuer or a Guarantor as debtor and Collateral Agent as secured party in connection with the Indenture and the Security Documents and agrees to execute and deliver such instruments and take such other actions as the Issuer or the Guarantors shall deem necessary or advisable to evidence the release and termination of the Liens and security interests in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)Collateral.

Release of Security Interests. All liens and security interests created in the Collateral by this Agreement shall be released upon the earliest to occur of (i) payment of the Obligations, (ii) conversion of all outstanding Notes, (iii) delivery to I&S, as agent for the ratable benefit of all of the Purchasers, of immediately available funds in an amount equal to the sum (such sum, the "Remaining Obligation") of (a) As the aggregate unpaid principal amount of the Original Effective Date, Notes then outstanding plus (b) the Administrative Agent hereby releases (and is hereby irrevocably authorized by each Lender (without requirement aggregate amount of notice to or consent interest that would be payable in respect of any Lender) to release) and agrees to take any action requested by such unpaid principal amount as of the Borrower having the effect of releasing (i) any guarantee obligations of, and collateral granted or pledged by, any Foreign Subsidiary pursuant to the Existing Credit Agreement Maturity Date (as defined in the Existing Credit AgreementNotes) calculated assuming the Company did not make any interest payments under the Notes during the period beginning on the date on which such funds are delivered to I&S and ending on the Maturity Date, which funds shall be held by I&S in an interest-bearing account as collateral security for the Obligations pursuant to an agreement satisfactory to the Company and I&S) (which agreement shall provide that the amount of funds held in such account shall be reduced from time to time to reflect any payment of principal and interest on, or conversion of, the Notes), or (iv) the issuance for the benefit of I&S, as agent for the ratable benefit of all of the Purchasers, of an irrevocable standby letter of credit to cover the Remaining Obligations on terms and conditions satisfactory to the Company and I&S (which terms and conditions shall provide that the principal amount of such letter of credit shall be reduced from time to time to reflect payments of principal and interest on, or conversion of, the Notes). Each of the events described in clauses (iii) and (iv) of this Section 5(c) is referred to in this Agreement as an "Alternative Collateralization". The Purchasers agree that they will execute such UCC termination statements, documents and other agreements and instruments, and do such other acts and things, as may be reasonably requested by the Loan Documents related thereto Company in order to release all liens and security interests required to be released pursuant to clause (ii) of the last sentence of Section 5(a) and this Section 5(c). In addition, in connection with any Capital Securities pledged by the Borrower or its U.S. Subsidiaries transfer pursuant to Section 8(g) below, such transferor shall release its security interest simultaneously with the WWI Pledge Agreement consisting of more than 65% effectiveness of the Voting Stock of any Foreign Subsidiary. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction expressly permitted by any Loan Document or that has been consented to transfer in accordance with the provisions of Section 11.18(g), as applicable, or (ii) under the circumstances described in clause (c) below. (c) Upon the occurrence of the Investment Grade Rating Date or at such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents shall have been paid in full, the Commitments have been terminated and no Letters of Credit Notes so transferred shall be outstanding (other than Letters of Credit for which the Borrower has provided cash collateral in accordance with Section 2.6), the collateral shall be released from the Liens created by the Collateral Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Administrative Agent and each Obligor thereunder shall terminate (in the case of the Security Agreements, all without delivery of any instrument or performance of any act by any Person)unsecured.