Common use of Termination of Security Interests; Release of Collateral Clause in Contracts

Termination of Security Interests; Release of Collateral. Upon the repayment in full of the Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit Agreements, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor such documents as such Pledgor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon (a) The Credit Facility Security Interests shall terminate on the repayment in full Final Release Date. (b) Notwithstanding anything herein to the contrary, this Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the occurrence and during the continuation of a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any instrument or performance of any act by any party, at any time that the requirements of a Suspension Period Event are no longer satisfied. (c) [Reserved]. (d) If any of the Secured Obligations Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement (but other than to any other Grantor), including pursuant to Section 7.5(t) or Section 7.5(z) thereof in connection with or in contemplation of the Spin-Off, then the Credit Facility Security Interests on such Collateral (but not on any Proceeds thereof) shall be automatically released upon the consummation of such sale, transfer or other disposition. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Credit Facility Security Interests on such Collateral effected pursuant to this Section 7.12(d); provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Administrative Agent, at least 10 Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(d), a written request for release identifying the relevant Grantor, together with a certification by Company stating that such transaction is in compliance with the Credit Agreement. (e) If (x)(i) all the Capital Stock of a Subsidiary Grantor shall be sold, transferred or otherwise disposed of (but other than to any other Grantor), (ii) a Subsidiary Grantor shall enter into any merger, consolidation or amalgamation with a Person that is not a Grantor (and is not required to be a Grantor) and such Subsidiary Grantor is not the survivor of such merger, consolidation or amalgamation, or (iii) a Subsidiary Grantor shall liquidate, wind up or dissolve itself (or be liquidated or dissolved), in the case of each of clauses (i), (ii) and (iii) pursuant to a transaction permitted by the Credit Agreement, including pursuant to Section 7.5(t) or Section 7.5(z) thereof in connection with or in contemplation of the Spin-Off, or (y) a Subsidiary Grantor is designated an “Unrestricted Subsidiary” in accordance with Section 6.10 of the Credit Agreement and the definition of “Unrestricted Subsidiary” in the Credit Agreement, in each case such Subsidiary Grantor shall be automatically released from its obligations hereunder. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Credit Facility Security Interests on such Collateral effected pursuant to this Section 7.12(e); provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Administrative Agent, at least 10 Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(e), a written request for release identifying the relevant Subsidiary Grantor, together with a certification by Company stating that such transaction is in compliance with the Credit Agreement. (f) Upon the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the any Credit Agreements, the Facility Security Interests in accordance with any of clauses (a), (d) and (e) above and upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, the Collateral shall terminate be released from such Credit Facility Security Interests, all without delivery of any instrument or performance of any act by any party; provided that, to the extent such Collateral was released from the Credit Facility Security Interests upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, such Credit Facility Security Interests shall be automatically reinstated, granted and shall become immediately effective, all without delivery of any instrument or performance of any act by any party, at any time that the requirements of a Suspension Period Event are no longer satisfied. Upon the occurrence of the Final Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral of each Pledgor shall revert to such Pledgorthe relevant Grantors. At the request and sole expense of any time Grantor following the Final Release Date, the Collateral Trustee shall deliver to such Grantor any Collateral held by the Collateral Trustee hereunder, and from time execute and deliver to time prior such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Trustee shall release the Collateral as provided in Section 6.10 of the Collateral Trust Agreement. (g) Upon the termination of any Credit Facility Security Interests in accordance with clause (a) above and upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, at the request and sole expense of any Grantor, the Collateral Trustee shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination of the Credit Facility Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or; provided that, to the extent required by such Credit Facility Security Interests were terminated upon the Credit Agreementoccurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, all of within fifteen (15) Business Days after the Banks; provided first date that the Collateral Agent requirements of such Suspension Period Event are no longer satisfied, each Grantor shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory (i) execute and deliver to the Collateral Agent Trustee such amendments to this Agreement or such other documents as are made necessary or advisable to grant to the Collateral Trustee, for the substantially simultaneous repledge benefit of the Credit Facility Secured Parties, a security interest in the Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a perfected security interest in the Collateral having at least the priority described in Section 3.02, including the filing of Uniform Commercial Code financing statements in such Collateral hereunder jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the transferee. Upon any such termination of the Security Interests Administrative Agent or release of Collateral, the Collateral Agent Trustee. (h) The Collateral Trustee will, at any time, upon the written instruction of the Administrative Agent, at the sole expense of the Borrowerrelevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for any release contemplated above in this Section 7.12 of the Credit Facility Security Interests securing the Credit Facility Secured Obligations with respect to which the Administrative Agent is the Administrative Agent in the Collateral specified by the Administrative Agent in such instruction; provided that, to the extent such Credit Facility Security Interests were released upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, within fifteen (15) Business Days after the first date that the requirements of such Suspension Period Event are no longer satisfied, each Pledgor Grantor shall (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as such Pledgor shall reasonably request are necessary or advisable to evidence grant to the termination Collateral Trustee, for the benefit of the Security Interests granted by such Pledgor Credit Facility Secured Parties, a security interest in the Collateral and (ii) take all actions necessary or advisable to grant to the release Collateral Trustee, for the benefit of such Collateral of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by Facility Secured Parties, a Pledgor from a sale perfected security interest in the Collateral having at least the priority described in Section 3.02, including the filing of Uniform Commercial Code financing statements in such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor jurisdictions as may be released from the Lien created required by this Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee. (i) By acceptance of the benefits hereof, each Credit Facility Secured Party acknowledges and consents to the provisions of this Section 7.12, agrees that the Collateral Trustee shall incur no liability whatsoever to any Credit Facility Secured Party for any release effected by the Collateral Trustee in accordance with this Section 7.12 and agrees that the Administrative Agent shall not incur any liability whatsoever to any Credit Facility Secured Party for any release directed or consented to by it in accordance with the applicable Specified Agreement. (j) If any Subsidiary becomes an Excluded Subsidiary, (i) such Excluded Subsidiary shall be automatically released from its obligations hereunder as a Grantor, (ii) any Security Interest on the Capital Stock of such Excluded Subsidiary shall be automatically released except to the extent that this agreement otherwise permits a Security Interest on the Capital Stock of an Excluded Subsidiary and without further action by (iii) any party heretoSecurity Interest on the assets of such Excluded Subsidiary shall be automatically released.

Termination of Security Interests; Release of Collateral. Upon This Agreement shall create a continuing security interest in the repayment Collateral and shall remain in full force and effect until indefeasible payment in full of the Secured Obligations and termination of the Credit Agreement, the Notes and the Subsidiary Guaranty. Upon the indefeasible repayment in full of all Secured Obligations and the termination of the Remaining Term Loan Commitments Credit Agreement, the Notes and the Working Capital Commitments under the Credit AgreementsSubsidiary Guaranty, the Security Interests security interests of the Secured Parties in the Collateral shall terminate and all rights to the such Collateral of each Pledgor shall revert to the Pledgor. In the event that the Borrowers refinance the entire credit facility under the Credit Agreement, the Secured Obligations shall be deemed to be indefeasibly repaid under this Agreement only if (i) the Agent is satisfied that the new lender is a bank or financial institution of sufficient financial soundness and stability, (ii) the Secured Obligations are fully paid and performed and (iii) the Agent is satisfied that the representations and warranties regarding solvency of the Obligors under Section 4.20 of the Credit Agreement are true and correct as of the date of such Pledgorpayment and performance. At any time and from time to time prior to such termination of the Security Interestssecurity interests, the Collateral Agent may release any of the Collateral of the Pledgor with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests security interests or release of such Collateral, the Pledgor shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by the Pledgor hereunder as shall be held by the Agent hereunder and not sold or otherwise applied pursuant to the terms hereof and the Agent will, at the expense of the BorrowerPledgor, execute and deliver to each the Pledgor such documents as such the Pledgor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor security interests or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon This Agreement shall create a continuing security interest in the repayment Collateral and shall remain in full force and effect until indefeasible payment in full of the Secured Obligations and termination of the Credit Agreement, the Notes and the Subsidiary Guaranty. Upon the indefeasible repayment in full of all Secured Obligations and the termination of the Remaining Term Loan Commitments Credit Agreement, the Notes and the Working Capital Commitments under the Credit AgreementsSubsidiary Guaranty, the Security Interests security interests of the Secured Parties in the Collateral shall terminate and all rights to the such Collateral of each Pledgor shall revert to the Pledgors. In the event that the Borrowers refinance the entire credit facility under the Credit Agreement, the Secured Obligations shall be deemed to be indefeasibly repaid under this Agreement only if (i) the Agent is satisfied that the new lender is a bank or financial institution of sufficient financial soundness and stability, (ii) the Secured Obligations are fully paid and performed and (iii) the Agent is satisfied that the representations and warranties regarding solvency of the Obligors under Section 4.20 of the Credit Agreement are true and correct as of the date of such Pledgorpayment and performance. At any time and from time to time prior to such termination of the Security Interestssecurity interests, the Collateral Agent may release any of the Collateral of any Pledgor with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests security interests or release of such Collateral, such Pledgor shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by such Pledgor hereunder as shall be held by the Agent hereunder and not sold or otherwise applied pursuant to the terms hereof and the Agent will, at the expense of the Borrowersuch Pledgor, execute and deliver to each such Pledgor such documents as such Pledgor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor security interests or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of the all Secured Obligations (other than those described in clause (v) of the definition thereof and any amendments, restatements, renewals, extensions or modifications thereof), the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement and the termination or cancellation of all Letters of Credit (unless such Letters of Credit have been fully cash collateralized pursuant to arrangements satisfactory to the LC Agent, or back-stopped by a separate letter of credit, in form and substance and issued by an issuer reasonably satisfactory to the LC Agent), the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor Obligor shall revert to such PledgorObligor. (b) Upon the consummation of any Asset Sale (or any sale or other disposition described in clause (iii) of the definition of Asset Sale)permitted by the terms of the Credit Agreement and consisting of the disposition of any Collateral or of the capital stock of any Obligor other than the Company (any such transaction, a “Permitted Collateral Sale”) the Security Interests in such Collateral or in the Collateral pledged by such Obligor, as the case may be (but not, in any case, in any Proceeds thereof) shall be released. At Such release shall not be subject to the consent of any Bank, and the Administrative Agent shall be fully protected in relying on a certificate of an Obligor as to whether any particular transaction consummated by such Obligor constitutes a Permitted Collateral Sale. (c) In addition to the release of Collateral effected by subsection (b), at any time and from time to time prior to such the termination of the Security Interests, the Collateral Administrative Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Administrative Agent may release of all or substantially all of the Collateral Agent shall without (for purposes of this subsection (c), as defined in the Credit Agreement) only with the prior written consent of any Bank release Collateral to all the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Banks. (d) Upon any such termination of the Security Interests or release of CollateralCollateral in accordance with this Section 13, the Collateral Administrative Agent will, at the expense of the Borrowerrelevant Obligor, execute and deliver to each Pledgor such Obligor such documents as such Pledgor Obligor shall reasonably request (including without limitation any reassignments), and take all other actions as such Obligor shall reasonably request, to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. (a) This Agreement shall create a continuing security interest in the Collateral. (b) Upon the repayment payment in full of the Secured Obligations and all Obligations, the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the DIP Credit AgreementsAgreement and the expiration or cancellation of all Letters of Credit, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Grantors; provided that, if no Event of Default has occurred and is continuing and the Grantors grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in Liquid Investments (or cause to be issued by a bank acceptable to the Required DIP Lenders a letter of credit naming the Collateral Agent as beneficiary) in an amount exceeding the greater of (A) 105% of the sum of (i) all outstanding letters of credit and (ii) all payments to beneficiaries of Letters of Credit that have not yet been remitted by the Borrowers, in each case (plus any accrued and unpaid interest thereon) as of the date of such Pledgortermination, and (B) such other amount as is required under Section 2.03(b) of the DIP Credit Agreement, all on terms and conditions and pursuant to documentation reasonably satisfactory to the Required DIP Lenders, the Letters of Credit need not have expired or been cancelled in order for the Security Interests to terminate. (c) Upon the consummation of any sale or exchange of Collateral permitted by clause (i) of Section 7(f), the Security Interests created hereby in the Collateral subject to such sale or exchange (but not in any proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of any Secured Party or the Collateral Agent. (d) Except as provided otherwise in the DIP Credit Agreement, upon the consummation of any disposition of assets and the payment of proceeds therefrom, each as permitted by the terms of the DIP Credit Agreement, the Collateral Agent shall release the Collateral (but not any proceeds thereof) sold pursuant to such disposition of assets. At Any such release shall not require the consent of any Secured Party, and the Collateral Agent shall be fully protected in relying on a certificate of the Grantors as to whether any particular disposition of assets is permitted by the terms of the DIP Credit Agreement. (e) In addition to releases of Collateral effected by subsection (c) or permitted pursuant to subsection (d), at any time and from time to time prior to such the termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the BanksDIP Lenders; provided that any release of all or a substantial portion of the Collateral Agent (for purposes of this proviso, such term shall without have the definition ascribed to it in the DIP Credit Agreement) shall require the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by Super-Majority DIP Lenders. (f) Upon the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or any release of Collateralany Collateral permitted by this Section, the Collateral Agent will, at the expense of the BorrowerGrantors, execute and deliver to each Pledgor the Grantors such documents as such Pledgor the Grantors shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon the repayment in full of the Secured Obligations and (a) After the termination of the Remaining Term Loan Commitments Total Commitment and all Derivatives Obligations Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations (other than contingent indemnity obligations) have been paid in full, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 12 hereof shall survive such termination), and the Working Capital Commitments under Collateral Agent, at the request and expense of the relevant Grantor, will execute and deliver to such Grantor a proper instrument or instruments (including Uniform Commercial Code termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) The Collateral Agent shall, at the request of the relevant Grantor evidence the release of any or all of the Collateral pursuant to Section 4(J) provided that (x) such release is permitted by the terms of the Credit Agreements, Agreement (it being agreed for such purposes that a release will be deemed "permitted by the Security Interests terms of the Credit Agreement" if the proposed transaction constitutes an exception to Section 5.07 of the Credit Agreement) or otherwise has been approved in writing by the Required Banks and (y) the proceeds of such Collateral shall terminate and all rights are applied as required pursuant to the Collateral of each Pledgor shall revert to such Pledgor. Credit Agreement or any consent or waiver with respect thereto. (c) At any time and from time to time prior to such termination of that the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided relevant Grantor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to clause (x) of the foregoing Section 13(b), it shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory deliver to the Collateral Agent are made for a certificate signed by an authorized officer describing the substantially simultaneous repledge Collateral to be sold and the relevant provision of Section 5.07 of the Credit Agreement on which it is relying to make such sale. In the event that any part of the Collateral is released as provided in the preceding paragraph (b), the Collateral Agent, at the request and expense of such Grantor, will duly release such Collateral hereunder and assign, transfer and deliver to such Grantor or its designee (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by the transfereeit as permitted by this Section 13. Upon any such termination release of Collateral pursuant to Section 13(a) or (b), none of the Security Interests Secured Creditors shall have any continuing right or release of interest in such Collateral, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor such documents as such Pledgor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretothereof.

Termination of Security Interests; Release of Collateral. Upon (a) The Security Interests granted by each Lien Grantor shall terminate when all the repayment in full of the Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit Agreements, Release Conditions are satisfied; provided that the Security Interests in the Restricted Collateral shall terminate when the Restricted Amount has been reduced to zero. (b) The Security Interests granted by each Lien Grantor with respect to any Collateral shall terminate upon the sale, directly or indirectly, of such Collateral to a Person other than the Borrower or one of its Subsidiaries in a transaction not prohibited by the Credit Agreement. Such termination shall not require the consent of any Secured Party, and all rights to the Collateral Agent shall be fully protected in relying on a certificate of each Pledgor shall revert the Borrower as to such Pledgor. whether any particular sale of assets is permitted under the Credit Agreement. (c) At any time and from time to time prior to such termination of before the Security InterestsInterests terminate, the Collateral Agent may may, at the written request of the Borrower, release any of the Collateral with the prior written consent of the Required Banks orBanks; provided that, to the extent required by the parties may effectively so agree without contravention of Section 10.05 of the Credit Agreement, the Collateral Agent may release all or substantially all of the Banks; provided that Collateral (for this purpose, as defined in the Collateral Agent shall without Credit Agreement) pursuant to this subsection (c) only with the prior written consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. all Banks. (d) Upon any such termination of the a Security Interests Interest or release of Collateral, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor Lien Grantor such documents as such Pledgor Lien Grantor shall reasonably request to evidence the termination of the such Security Interests granted by such Pledgor Interest or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon This Security Agreement, and all obligations of Grantor hereunder, shall terminate after the repayment Expiry Date upon the earlier of (i) payment in full of all Obligations or (ii) receipt of cash proceeds from the disposition of the Credit Agreement Collateral in an amount equal to the Maximum Secured Amount and any appropriate amount from the Receivables Agreement Collateral necessary to give effect to the status of the transactions under the Receivables Purchasing Agreement, and after termination all right, title and interest of ▇▇▇▇▇▇ in and to the Collateral shall revert to the Grantor and its successors and assigns. The Obligations shall not be deemed to be paid in full until such time as all Pools have reached Completion and no further Revolving Loans may be made under Tranche A of the Revolving Loan Commitment. Upon the termination of the Remaining Term Loan Commitments ▇▇▇▇▇▇'▇ security interest and the Working Capital Commitments under the Credit Agreements, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent ▇▇▇▇▇▇ will, at the written request and expense of the BorrowerGrantor, (a) promptly execute and deliver to each Pledgor such Grantor documents as such Pledgor Grantor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor security interest or the release of such Collateral the Collateral, and (b) promptly deliver or cause to be delivered to Grantor (without recourse and without any representation or warranty) all property of such PledgorGrantor then held by ▇▇▇▇▇▇ or any agent or nominee of ▇▇▇▇▇▇ pursuant to this Security Agreement as to which ▇▇▇▇▇▇'▇ Security Interest has terminated pursuant to this Section 16. If, at any time, all or part of any payment of the Obligations theretofore made by Grantor or any other Person is rescinded or otherwise must be returned by ▇▇▇▇▇▇ for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Grantor or any other Person), this Security Agreement shall continue to be effective or shall be reinstated, as the case may be. Cash payments made , as to the Obligations which were satisfied by the Borrower payment to any Pledgor in respect of be rescinded or returned, all as though such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretopayment had not been made.

Termination of Security Interests; Release of Collateral. (a) This Agreement shall create a continuing security interest in the Collateral. (b) Upon the repayment payment in full of the Secured Obligations and all Obligations, the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the DIP Credit AgreementsAgreement and the expiration or cancellation of all Letters of Credit, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Grantors; PROVIDED that, if no Event of Default has occurred and is continuing and the Grantors grant to the Agent, for the benefit of the DIP Lenders, a security interest in Liquid Investments (or cause to be issued by a bank acceptable to the Required DIP Lenders a letter of credit naming the Agent as beneficiary) in an amount exceeding the greater of (A) 105% of the sum of (i) all outstanding letters of credit and (ii) all payments to beneficiaries of Letters of Credit that have not yet been remitted by the Borrower, in each case (plus any accrued and unpaid interest thereon) as of the date of such Pledgortermination, and (B) such other amount as is required under Section 2.03(b) of the DIP Credit Agreement, all on terms and conditions and pursuant to documentation reasonably satisfactory to the Required DIP Lenders, the Letters of Credit need not have expired or been cancelled in order for the Security Interests to terminate. (c) Upon the consummation of any sale or exchange of Collateral permitted by clause (i) of Section 7(f), the Security Interests created hereby in the Collateral subject to such sale or exchange (but not in any proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of any DIP Lender or the Agent. (d) Except as provided otherwise in the DIP Credit Agreement, upon the consummation of any disposition of assets and the payment of proceeds therefrom, each as permitted by the terms of the DIP Credit Agreement, the Agent shall release the Collateral (but not any proceeds thereof) sold pursuant to such disposition of assets. At Any such release shall not require the consent of any DIP Lender, and the Agent shall be fully protected in relying on a certificate of the Grantors as to whether any particular disposition of assets is permitted by the terms of the DIP Credit Agreement. (e) In addition to releases of Collateral effected by subsection (c) or permitted pursuant to subsection (d), at any time and from time to time prior to such the termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks orDIP Lenders; PROVIDED that any release of all or a substantial portion of the Collateral (for purposes of this proviso, such term shall have the definition ascribed to it in the extent required by the DIP Credit Agreement, all of the Banks; provided that the Collateral Agent ) shall without require the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by Super-Majority DIP Lenders. (f) Upon the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or any release of Collateralany Collateral permitted by this Section, the Collateral Agent will, at the expense of the BorrowerGrantors, execute and deliver to each Pledgor the Grantors such documents as such Pledgor the Grantors shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon the repayment in full of all Secured Obligations in cash, termination of all Commitments of the Secured Obligations Creditors under the Loan Documents and the termination cash collateralization by the Grantors of any obligations with respect to outstanding letters of credit in accordance with the terms of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgorthe Grantors. At In the event that any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any part of the Collateral or any Grantor is sold, dissolved or otherwise disposed of strictly in accordance with the prior written consent terms of the Required Banks orLoan Documents and the Proceeds of any such sale, disposition, dissolution or other release are applied strictly in accordance with the terms of the Loan Documents, to the extent required by to be so applied, the Credit AgreementAdministrative Agent, all upon verification of the Banks; provided Grantor's compliance with subsection (c) of this Section 16, shall notify such Grantor in writing that such Collateral or such Grantor will be sold, disposed of, released or dissolved free and clear of the Secured Obligations and/or the Security Interests created by this Agreement and all rights to such Collateral shall revert back to such Grantor and the Administrative Agent, at the request and expense of the relevant Grantor, will take such actions as set forth in subsection (d) of this Section 16 following such release. At any time that any Grantor desires that any part of the Collateral of any Grantor to be sold, dissolved or otherwise disposed of strictly in accordance with the terms of the Loan Documents, such Grantor shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of such Grantor stating that the release of the respective Collateral Agent shall without is permitted strictly in accordance with the consent terms of the Loan Documents and the Proceeds of any Bank such sale, disposition, dissolution or other release Collateral are applied strictly in accordance with the terms of the Loan Documents, to the extent necessary required to facilitate any transfer thereof permitted by the Credit Agreement be so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transfereeapplied. Upon any such termination of the Security Interests or release of Collateralsuch Collateral pursuant to such Grantor's satisfaction of the condition set forth in subsection (c) of this Section 16 and the Administrative Agent's written notification of compliance therewith, the Collateral Administrative Agent will, at the expense of such Grantor, deliver to such Grantor any Collateral held by the Borrower, Administrative Agent hereunder and execute and deliver to each Pledgor such Grantor such documents as such Pledgor Grantor shall reasonably request request, but without recourse or warranty to the Administrative Agent, including but not limited to, written authorization to file termination statements to evidence the termination of the Security Interests granted by in such Pledgor or Collateral. The Administrative Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of such Collateral by it in accordance with (or which the Administrative Agent in the absence of such Pledgor, as the case may be. Cash payments made by the Borrower gross negligence or willful misconduct believes to any Pledgor be in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by accordance with) this Agreement automatically and without further action by any party heretoSection 16.

Termination of Security Interests; Release of Collateral. (A) Upon the repayment in full of the all Bank Secured Obligations and Obligations, the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement and the cancellation or expiration of all Letters of Credit, the Security Interests and all obligations of each Debtor under this Agreement shall terminate and all rights to and interests in the Collateral shall revert to such Debtor. (B) Subject to the rights of the Secured Parties hereunder if an Event of Default shall have occurred and be continuing and subject always to the rights of the Banks and the Administrative Agent under the Credit Agreement and to the rights of NML under the NML Note Agreement, upon any sale or other disposition of any Collateral permitted under Section 5.15 of the Credit Agreement (any such sale or other disposition, a "PERMITTED COLLATERAL SALE"), the Security Interests in the Collateral subject to such Permitted Collateral Sale (but not in any Proceeds thereof) shall terminate and all rights to cease immediately without any further action on the part of the Collateral Agent. The Collateral Agent shall be fully protected in relying on a certificate from any Debtor stating that a sale or other disposition of each Pledgor shall revert any Collateral constitutes a Permitted Collateral Sale. (C) In addition to such Pledgor. At releases of Collateral effected by subsection (B), at any time and from time to time prior to such the termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without may release all or substantially all of the Collateral (for purposes of this proviso only, as defined in the Credit Agreement) only with the prior written consent of any Bank release Collateral to all of the extent necessary to facilitate any transfer thereof permitted by Banks. (D) Upon the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or any release of Collateralany Collateral effected or permitted by this Section, the Collateral Agent willwill promptly, at the expense of the Borrowereach Debtor, execute and deliver to each Pledgor such Debtor such documents as such Pledgor Debtor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by , including UCC termination statements, and will duly assign, transfer and deliver to such Debtor or to whomever lawfully shall be entitled to receive the Borrower to any Pledgor same, such of the Collateral as may be in respect the possession of such Pledgorthe Collateral Agent. (E) Upon the repayment in full of all NML Secured Obligations, NML's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit rights under this Agreement shall upon receipt by terminate. Upon any such Pledgor be released from termination, NML will, at the Lien created by this Agreement automatically expense of the Debtors, execute and without further action by deliver to the Debtors such documents as any party heretoDebtor may reasonably request to evidence such termination.

Termination of Security Interests; Release of Collateral. Upon (a) When the repayment in full Collateral Agent shall have received instructions to release any Collateral from the Security Interests pursuant to Section 2.17 of the Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement, the Security Interests in the such Collateral shall terminate and all rights to the each item of such Collateral of each Pledgor shall revert to the Lien Grantor that owns such Pledgor. At item of Collateral; PROVIDED that upon any time and from time sale of assets of such Lien Grantor permitted under the Credit Agreement, (x) to time prior the extent such assets constitute Existing Collateral, arrangements satisfactory to the Administrative Agent shall be entered into in order to transfer to the Administrative Agent a portion of such termination cash proceeds sufficient to make the prepayment of Loans, if any, as required by Section 2.17(b) of the Security InterestsCredit Agreement and (y) to the extent such assets constitute Additional Collateral, the Collateral Agent may release any will establish an account with the Administrative Agent, in the name and under the exclusive control of the Collateral with the prior written consent Agent, into which all cash proceeds of the Required Banks orsale of Additional Collateral shall be deposited from time to time. (b) When (i) all the Commitments shall have expired or been terminated, (ii) all Hedging Agreements shall have expired or been terminated, (iii) all outstanding Secured Obligations shall have been paid in full and (iv) if any material portion of such Secured Obligations shall have been refinanced on a secured basis, all Contingent Secured Obligations shall have expired or been terminated, the Security Interests shall terminate and all rights to each item of Collateral shall revert to the extent required by the Credit Agreement, all Lien Grantor that owns such item of the Banks; provided that the Collateral Agent shall without the consent of Collateral. (c) Upon (i) any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or release of CollateralCollateral in accordance with the foregoing provisions of this Section or (ii) any sale of all the capital stock, or all or substantially all the assets, of a Lien Grantor in a transaction permitted by the Credit Agreement, the Collateral Agent will, at the expense of the Borrowerrelevant Lien Grantor, execute and deliver to each Pledgor such Lien Grantor such documents as such Pledgor Lien Grantor shall reasonably request to evidence the termination of the relevant Security Interests granted by such Pledgor or the release of such Collateral of such Pledgorthe relevant Collateral, as the case may be. Cash payments made by , and, in the Borrower case of clause (ii) above, such Lien Grantor shall cease to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by be a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretoGrantor hereunder.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of the all Secured Obligations (other than contingent obligations for which no claims have been made) in cash and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments all commitments under the Credit AgreementsCovered Documents, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Grantors. (b) The Liens granted hereunder securing the Obligations with respect to the Notes will be released, in whole or in part, as provided in Section 12.02 of the Indenture. The Liens granted hereunder securing any Future Second Lien Debt will be released, in whole or in part, as provided in the Additional Pari Passu Agreement governing such Pledgorobligations. The Liens granted hereunder securing any Secured Obligations will be released, in whole or in part, as provided in Section 5.1 of the First Priority/Second Priority Intercreditor Agreement. (c) At any time and from time that any Grantor desires the release of Liens granted hereunder with respect to time prior to such termination any part of the Security InterestsCollateral of any Grantor, such Grantor shall deliver to the Collateral Agent may an Officers’ Certificate of such Grantor stating that the release any of the respective Collateral is permitted strictly in accordance with the prior written consent terms of the Required Banks orIndenture, the other Covered Documents and, prior to the Discharge of Senior Lender Claims, the First Priority/Second Priority Intercreditor Agreement and the Proceeds of any such sale, disposition, dissolution or other release, if applicable (other than with respect to a sale or disposition to a Grantor), are applied strictly in accordance with the terms of the Indenture, the First Priority/Second Priority Intercreditor Agreement and the other Covered Documents, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement be so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. applied. (d) Upon any such termination of the Security Interests or release of Collateralsuch Collateral pursuant to such Grantor’s satisfaction of the conditions set forth in subsections (b) and (c) above and the other conditions set forth in the applicable Covered Documents, if any, and the First Priority/Second Priority Intercreditor Agreement, as applicable, the Collateral Agent will, at the expense of such Grantor, deliver to such Grantor any Collateral held by the Borrower, Collateral Agent hereunder and execute and deliver to each Pledgor such Grantor such documents as such Pledgor Grantor shall reasonably request request, but without recourse or warranty to the Collateral Agent, including but not limited to, written authorization to file termination statements to evidence the termination of the Security Interests granted in such Collateral. (e) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by such Pledgor it in accordance with (or which the Collateral Agent in the absence of gross negligence or willful misconduct believes to be in accordance with) this Section 15. (f) Except as may be expressly applicable pursuant to Section 9-620 of the UCC, no action taken or omission to act by the Collateral Agent or the release other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwise to be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Collateral Agent and the other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Secured Obligations in the full amount then outstanding or until such Collateral subsequent time as is provided in subsection (a) of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretoSection.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of all Secured Obligations (other than contingent obligations for which not claims have been made and other than any Bank-Provided ▇▇▇▇▇▇ and/or Treasury Management Agreements) in cash, termination of all commitments to make Loans, extensions of credit or other financial accommodations of the Secured Obligations Parties under the Loan Documents, and the termination cash collateralization by the Grantors of the Remaining Term Loan Commitments and the Working Capital Commitments under any obligations with respect to outstanding letters of credit in accordance with the Credit AgreementsAgreement, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At the Grantors. (b) In the event that any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any part of the Collateral or any Grantor (in the case of a Grantor, solely to the extent such transaction results in such Grantor ceasing to be a Subsidiary of the Company) is sold, dissolved or otherwise disposed of (other than with respect to a sale or disposition to a Grantor) strictly in accordance with the prior written consent terms of the Required Banks orLoan Documents and the Proceeds of any such sale, disposition, dissolution or other release are applied strictly in accordance with the terms of the Loan Documents, to the extent required by to be so applied, the Credit AgreementAdministrative Agent, all upon verification of the Banks; provided Grantor’s compliance with subsection (c) below, shall notify such Grantor in writing that such Collateral or such Grantor will be sold, disposed of, released or dissolved (other than with respect to a sale or disposition to a Grantor) free and clear of the Secured Obligations and/or the Security Interests created by this Agreement and all rights to such Collateral shall revert back to such Grantor and the Administrative Agent, at the request and expense of the relevant Grantor, will take such actions as set forth in subsection (d) below following such release. (c) At any time that any Grantor desires that any part of the Collateral of any Grantor to be sold, dissolved or otherwise disposed of (other than with respect to a sale or disposition to a Grantor) strictly in accordance with the terms of the Loan Documents, such Grantor shall deliver to the Administrative Agent a certificate signed by an Authorized Officer of such Grantor stating that the release of the respective Collateral Agent shall without is permitted strictly in accordance with the consent terms of the Loan Documents and the Proceeds of any Bank such sale, disposition, dissolution or other release Collateral (other than with respect to a sale or disposition to a Grantor) are applied strictly in accordance with the terms of the Loan Documents, to the extent necessary required to facilitate any transfer thereof permitted by the Credit Agreement be so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. applied. (d) Upon any such termination of the Security Interests or release of Collateralsuch Collateral pursuant to such Grantor’s satisfaction of the condition set forth in subsection (c) above and the Administrative Agent’s written notification of compliance therewith, the Collateral Administrative Agent will, at the expense of such Grantor, deliver to such Grantor any Collateral held by the Borrower, Administrative Agent hereunder and execute and deliver to each Pledgor such Grantor such documents as such Pledgor Grantor shall reasonably request request, but without recourse or warranty to the Administrative Agent, including but not limited to, written authorization to file termination statements to evidence the termination of the Security Interests granted in such Collateral. (e) The Administrative Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by such Pledgor it in accordance with (or which the Administrative Agent in the absence of gross negligence or willful misconduct believes to be in accordance with) this Section 15. (f) Except as may be expressly applicable pursuant to Section 9-620 of the UCC, no action taken or omission to act by the Administrative Agent or the release other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwise to be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Administrative Agent and the other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Secured Obligations in the full amount then outstanding or until such Collateral subsequent time as is provided in subsection (a) of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretoSection.

Termination of Security Interests; Release of Collateral. (A) Upon the repayment in full of the all Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsObligations, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such the Pledgor. At any time and from time to time prior to such termination of the Security Interests, the Collateral Agent Trustee may release any of the Collateral in accordance with the prior written consent Article 11 of the Required Banks orIndenture. (B) Until such time all obligations under the Senior Credit Agreement have been satisfied in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, upon the Transfer of any Collateral in accordance with Section 11.03(b) of the Indenture, the Security Interests in such Collateral shall terminate (but not Security Interests in the proceeds of such Transfer to the extent required by provided herein) and all rights to such Collateral shall revert to the Pledgor. (C) At such time all obligations under the Senior Credit AgreementAgreement have been satisfied in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, all upon the Transfer of any Collateral in accordance with Section 11.03(c) of the Banks; provided that Indenture, the Trustee shall release such Collateral Agent (but not any proceeds of such sale). No such release shall without require the consent of any Bank release Collateral Holder, and the Trustee shall be fully protected in relying on a certificate of the Pledgor as to the extent necessary to facilitate whether any transfer thereof particular Transfer is permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to terms of the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Indenture. (D) Upon any such termination of the Security Interests or release of CollateralCollateral in accordance with this Section, the Collateral Agent Trustee will, at the expense of the BorrowerPledgor, (i) execute and deliver to each the Pledgor such documents as such the Pledgor or the First Lien Representative shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by , and (ii) promptly return to the Borrower to Pledgor any Pledgor Collateral in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretoits possession.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of all Secured Obligations in cash (other than contingent obligations for which no claim has been made), termination of all commitments of the Secured Obligations Creditors under the documents, agreements and instruments executed in connection therewith and the termination cash collateralization by the Grantor of any obligations with respect to outstanding letters of credit in accordance with the terms of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Grantor. (b) In the event that any part of the Collateral is sold, dissolved or otherwise disposed of as permitted by the terms of the Credit Agreement and the Senior Note Agreement and the proceeds of any such Pledgor. At sale, disposition, dissolution or other release are applied strictly in accordance with the terms of the Credit Agreement, the Senior Note Agreement and the Collateral Agency Agreement, to the extent required to be so applied, such Collateral will be sold, disposed of, released or dissolved free and clear of the obligations and/or the Security Interests created by this Agreement without the delivery of any time instrument or performance of any act by any party and from time all rights to time prior such Collateral shall revert back to the Grantor, and the Collateral Agent, at the request and expense of the Grantor, will take such actions as set forth in subsection (c) below following such release. (c) Upon any such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by or the transferee. Upon any such termination dissolution of the Security Interests or release of CollateralGrantor, the Collateral Agent will, at the expense of the BorrowerGrantor, deliver to the Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to each Pledgor the Grantor such documents as such Pledgor the Grantor shall reasonably request request, but without recourse or warranty to evidence the termination Collateral Agent. (d) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of the Security Interests granted by such Pledgor or the any release of such Collateral of such Pledgor, as by it in accordance with (or which the case may be. Cash payments made by the Borrower Collateral Agent believes in good faith to any Pledgor be in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by accordance with) this Agreement automatically and without further action by any party heretoSection 12.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of the all Secured Obligations and (except for contingent indemnification obligations which by their terms survive the termination of the Remaining Term Loan Commitments Documents) in cash, termination of all commitments to make Loans, extensions of credit or other financial accommodations of the Secured Parties under the Loan Documents, and the Working Capital Commitments under cash collateralization by the Grantors of any obligations with respect to outstanding letters of credit in accordance with the Credit AgreementsAgreement, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At the Grantors. (b) In the event that any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any part of the Collateral of any Grantor is sold, dissolved or otherwise disposed of strictly in accordance with the prior written consent terms of the Required Banks orLoan Documents and the Proceeds of any such sale, disposition, dissolution or other release are applied strictly in accordance with the terms of the Loan Documents, to the extent required by to be so applied, the Credit AgreementCollateral Agent, all upon verification of the Banks; provided Grantor’s compliance with subsection (c) below, shall, upon the written request of such Grantor, notify such Grantor in writing that such Collateral of such Grantor will be sold, disposed of, released or dissolved free and clear of the Secured Obligations and/or the Security Interests created by this Agreement and all rights to such Collateral shall revert back to such Grantor and the Collateral Agent Agent, at the request and expense of the relevant Grantor, will take such actions as set forth in subsection (d) below following such release. (c) At any time that any Grantor desires that any part of the Collateral of such Grantor to be sold, dissolved or otherwise disposed of strictly in accordance with the terms of the Loan Documents, such Grantor shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory deliver to the Collateral Agent are made for the substantially simultaneous repledge a certificate signed by an Authorized Officer of such Grantor stating that the release of the respective Collateral hereunder by is permitted strictly in accordance with the transferee. terms of the Loan Documents and the Proceeds of any such sale, disposition, dissolution or other release are applied strictly in accordance with the terms of the Loan Documents, to the extent required to be so applied. (d) Upon any such termination of the Security Interests or release of Collateralsuch Collateral pursuant to such Grantor’s satisfaction of the condition set forth in subsection (c) above and the Collateral Agent’s written notification of compliance therewith, the Collateral Agent will, at the expense of such Grantor, deliver to such Grantor any Collateral held by the Borrower, Collateral Agent hereunder and execute and deliver to each Pledgor such Grantor such documents as such Pledgor Grantor shall reasonably request request, but without recourse or warranty to the Collateral Agent, including but not limited to, written authorization to file termination statements to evidence the termination of the Security Interests granted by in such Pledgor or Collateral. (e) The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of such Collateral by it in accordance with (or which the Collateral Agent in the absence of such Pledgor, as the case may be. Cash payments made by the Borrower gross negligence or willful misconduct believes to any Pledgor be in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by accordance with) this Agreement automatically and without further action by any party heretoSection 15.

Termination of Security Interests; Release of Collateral. Upon the repayment in full of the Secured Obligations and (a) After the termination of the Remaining Term Loan Commitments Total Commitment and all Derivatives Obligations Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations (other than contingent indemnity obligations) have been paid in full, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive such termination), and the Working Capital Commitments under Pledgee, at the Credit Agreementsrequest and expense of the relevant Grantor, the Security Interests in the Collateral shall terminate will execute and all rights to the Collateral of each Pledgor shall revert deliver to such Pledgor. At any time Grantor a proper instrument or instruments acknowledging the satisfaction and from time to time prior termination of this Agreement, and will duly assign, transfer and deliver to such termination of the Security Interests, the Collateral Agent may release Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by Section 5.07 of the prior written consent Credit Agreement (it being agreed for such purposes that a release will be deemed "permitted by Section 5.07 of the Credit Agreement" if the proposed transaction constitutes an exception to Section 5.07 of the Credit Agreement) or is otherwise released at the direction of the Required Banks or(or all the Banks if required by Section 10.05 of the Credit Agreement), and the proceeds of such sale or sales or from such release are applied in accordance with the terms of the Credit Agreement to the extent required by to be so applied, the Credit Pledgee, at the request and expense of the respective Grantor will release such Collateral from this Agreement, all duly assign, transfer and deliver to such Grantor (without recourse and without any representation or warranty) such of the Banks; provided Collateral as is then being (or has been) so sold or released and as may be in possession of the Pledgee and has not theretofore been released pursuant to this Agreement. (c) At any time that the relevant Grantor desires that the Pledgee take any action to give effect to any release of Collateral Agent shall without the consent of any Bank release Collateral pursuant to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory foregoing Section 17(b), it shall deliver to the Collateral Agent are made for a certificate signed by an authorized officer describing the substantially simultaneous repledge Collateral to be sold and the relevant provision of Section 5.07 of the Credit Agreement on which it is relying to make such sale. In the event that any part of the Collateral is released as provided in the preceding paragraph (b), the Pledgee, at the request and expense of such Grantor, will duly release such Collateral hereunder and assign, transfer and deliver to such Grantor or its designee (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold and as may be in the possession of the Pledgee and not theretofore been released pursuant to this Agreement. The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by the transfereeit as permitted by this Section 17. Upon any such termination release of Collateral pursuant to Section 17(a) or (b), none of the Security Interests Secured Creditors shall have any continuing right or release of interest in such Collateral, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor such documents as such Pledgor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretothereof.

Termination of Security Interests; Release of Collateral. Upon the repayment in full of the Secured Obligations and (a) After the termination of the Remaining Term Loan Commitments Total Commitment and all Derivatives Obligations Agreements, when no Note or Letter of Credit is outstanding and when all Loans and other Obligations (other than contingent indemnity obligations) have been paid in full, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive such termination), and the Working Capital Commitments under Pledgee, at the Credit Agreementsrequest and expense of the relevant Grantor, the Security Interests in the Collateral shall terminate will execute and all rights to the Collateral of each Pledgor shall revert deliver to such Pledgor. At any time Grantor a proper instrument or instruments acknowledging the satisfaction and from time to time prior termination of this Agreement, and will duly assign, transfer and deliver to such termination of the Security Interests, the Collateral Agent may release Grantor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) In the event that any part of the Collateral is sold in connection with a sale permitted by Section 5.07 of the prior written consent Credit Agreement (it being agreed for such purposes that a release will be deemed "permitted by Section 5.07 of the Credit Agreement" if the proposed transaction constitutes an exception to Section 5.07 of the Credit Agreement) or is otherwise released at the direction of the Required Banks orLenders (or all the Lenders if required by Section 10.05 of the Credit Agreement), and the proceeds of such sale or sales or from such release are applied in accordance with the terms of the Credit Agreement to the extent required by to be so applied, the Credit Pledgee, at the request and expense of the respective Grantor will release such Collateral from this Agreement, all duly assign, transfer and deliver to such Grantor (without recourse and without any representation or warranty) such of the Banks; provided Collateral as is then being (or has been) so sold or released and as may be in possession of the Pledgee and has not theretofore been released pursuant to this Agreement. (c) At any time that the relevant Grantor desires that the Pledgee take any action to give effect to any release of Collateral Agent shall without the consent of any Bank release Collateral pursuant to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory foregoing Section 16(b), it shall deliver to the Collateral Agent are made for a certificate signed by an authorized officer describing the substantially simultaneous repledge Collateral to be sold and the relevant provision of Section 5.07 of the Credit Agreement on which it is relying to make such sale. In the event that any part of the Collateral is released as provided in the preceding paragraph (b), the Pledgee, at the request and expense of such Grantor, will duly release such Collateral hereunder and assign, transfer and deliver to such Grantor or its designee (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold and as may be in the possession of the Pledgee and not theretofore been released pursuant to this Agreement. The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by the transfereeit as permitted by this Section 16. Upon any such termination release of Collateral pursuant to Section 16(a) or (b), none of the Security Interests Secured Creditors shall have any continuing right or release of interest in such Collateral, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor such documents as such Pledgor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such Pledgor, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretothereof.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of the all Secured Obligations and Obligations, the termination of the Remaining Term Loan Commitments and commitments of the Working Capital Commitments Lenders under the Credit AgreementsAgreement to make Loans to the Subsidiary Borrower and to issue Letters of Credit for its account and the expiration or cancellation of all Letters of Credit issued for the account of the Subsidiary Borrower, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Subsidiary Borrower. (b) Upon the consummation of any sale or exchange of Collateral permitted by clause (x) of Section 4(e), the Security Interests created hereby in the Collateral subject to such Pledgorsale or exchange (but not in any Proceeds that constitute Collateral arising from such sale or exchange) shall cease immediately without any further action on the part of any Lender or the Administrative Agent. (c) Except as provided otherwise in the Credit Agreement, upon the consummation of any Asset Sale permitted by the terms of the Credit Agreement, the Administrative Agent shall release the Collateral (but not any Proceeds thereof) sold pursuant to such Asset Sale. At Any such release shall not require the consent of any Lender, and the Administrative Agent shall be fully protected in relying on a certificate of the Parent or the Subsidiary Borrower as to whether any particular Asset Sale is permitted by the terms of the Credit Agreement. (d) In addition to releases of Collateral effected by subsection (b) or permitted pursuant to subsection (c), at any time and from time to time prior to such termination of the Security Interests, the Collateral Administrative Agent may release any of the Collateral with the prior written consent of the Required Banks orLenders; PROVIDED that any release of all or substantially all of the Collateral (for purposes of this proviso, to the extent required by as defined in the Credit Agreement, ) shall require the consent of all of the Banks; provided that Lenders. (e) Upon the Collateral Agent shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or any release of CollateralCollateral permitted by this Section, the Collateral Administrative Agent will, at the expense of the Subsidiary Borrower, execute and deliver to each Pledgor the Subsidiary Borrower such documents as such Pledgor the Subsidiary Borrower shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon (a) The Security Interests granted by each Subsidiary Guarantor shall terminate when its Secured Guarantee is released pursuant to Section 2(c). (b) The Security Interests granted by the repayment in full of Borrower shall terminate when all the Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit Agreements, Release Conditions are satisfied. (c) At any time before the Security Interests in granted by the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At any time and from time to time prior to such termination of the Security InterestsBorrower terminate, the Collateral Agent may may, at the written request of the Borrower, release any of Collateral (but not all or substantially all the Collateral Collateral) with the prior written consent of the Required Banks or, to Lenders. (d) At any time before the extent required Security Interests granted by the Credit AgreementBorrower terminate, all of the Banks; provided that unless an Enforcement Notice is in effect, the Collateral Agent shall without release Collateral (but not all or substantially all the Collateral) upon receiving from the Borrower a written request in accordance with Section 2.18 of the Credit Agreement. No such release shall require the consent of any Bank release Collateral Secured Party. (e) The Security Interest in any property abandoned by any Lien Grantor to Ventas pursuant to Section 6.2 of any Master Lease Agreement to which the extent necessary Borrower is a party shall be automatically terminated without any necessity to facilitate deliver any transfer thereof permitted by termination statements or releases. Notwithstanding the Credit Agreement so long as in connection therewith arrangements satisfactory to foregoing, at the request of Ventas, certifying that such an abandonment has occurred, the Collateral Agent Agent, shall execute and deliver to Ventas, at the expense of Ventas, such documents as are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any necessary in order to evidence such termination of the Security Interests Interest. (f) Upon any termination of a Security Interest or release of Collateral, the Collateral Agent will, at the expense of the Borrowerrelevant Lien Grantor, execute and deliver to each Pledgor such Lien Grantor such documents as such Pledgor Lien Grantor shall reasonably request to evidence the termination of the such Security Interests granted by such Pledgor Interest or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of the all Secured Obligations (other than those described in clause (v) of the definition thereof and any amendments, restatements, renewals, extensions or modifications thereof), the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement and the termination or cancellation of all Letters of Credit (unless such Letters of Credit have been fully cash collateralized pursuant to arrangements satisfactory to the LC Agents, or back-stopped by a separate letter of credit, in form and substance and issued by an issuer reasonably satisfactory to the LC Agents), the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor Obligor shall revert to such PledgorObligor. (b) Upon the consummation of any Asset Sale (or any sale or other disposition described in clause (iii) of the definition of Asset Sale) permitted by the terms of the Credit Agreement and consisting of the disposition of any Collateral or of the capital stock of any Obligor other than the Company (any such transaction, a “Permitted Collateral Sale”), the Security Interests in such Collateral or in the Collateral pledged by such Obligor, as the case may be (but not, in any case, in any Proceeds thereof) shall be released. At Such release shall not be subject to the consent of any Bank, and the Administrative Agent shall be fully protected in relying on a certificate of an Obligor as to whether any particular transaction consummated by such Obligor constitutes a Permitted Collateral Sale. (c) In addition to the release of Collateral effected by subsection (b), at any time and from time to time prior to such the termination of the Security Interests, the Collateral Administrative Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Administrative Agent may release all or substantially all of the Collateral Agent shall without (for purposes of this subsection (c), as defined in the Credit Agreement) only with the prior written consent of any Bank release Collateral to all the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Banks. (d) Upon any such termination of the Security Interests or release of CollateralCollateral in accordance with this Section, the Collateral Administrative Agent will, at the expense of the Borrowerrelevant Obligor, execute and deliver to each Pledgor such Obligor such documents as such Pledgor Obligor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of all Secured Obligations in cash, termination of all commitments of the Secured Obligations Creditors under the Secured Debt Documents and the termination cash collateralization of any outstanding letters of credit in accordance with the terms of the Remaining Term Loan Commitments US Credit Agreement and the Working Capital Commitments under the Canadian Credit AgreementsAgreement, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At Grantors. (b) In the event that any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any part of the Collateral is sold or otherwise disposed of (to a Person other than another Grantor) in accordance with the prior written consent terms of the Required Banks orUS Credit Agreement and the Canadian Credit Agreement and the proceeds of any such sale or disposition or other release are applied in accordance with the terms of the US Credit Agreement, the Canadian Credit Agreement or such other Secured Debt Document, as the case may be, to the extent required by the Credit Agreementto be so applied, all such Collateral will be sold, disposed of or released free and clear of the Banks; provided Liens created by this Agreement and the Collateral Agent, at the request and expense of such Grantor, will take such actions as set forth in subsection (d) below. (c) At any time that the respective Grantor desires that Collateral Agent be released as provided in the foregoing subsection (b), such Grantor shall without the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory deliver to the Collateral Agent are made for the substantially simultaneous repledge a certificate signed by a Responsible Officer of such Grantor stating that the release of the respective Collateral hereunder by the transferee. is permitted pursuant to subsection (b) above. (d) Upon any such termination of the Security Interests or release of such Collateral, and upon the Grantors' satisfaction of the condition set forth in subsection (c) above, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor Borrower such documents as such Pledgor Grantors shall reasonably request request, but without recourse or warranty to Collateral Agent, including but not limited to written authorization to file termination statements to evidence the termination of the Security Interests granted by in such Pledgor or Collateral. (e) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of such Collateral by it in accordance with (or which the Collateral Agent in the absence of such Pledgor, as the case may be. Cash payments made by the Borrower gross negligence or willful misconduct believes to any Pledgor be in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by accordance with) this Agreement automatically and without further action by any party heretoSection.

Termination of Security Interests; Release of Collateral. (a) Upon the repayment in full of the all Secured Obligations and Obligations, the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsAgreement and the cancellation of all Letters of Credit, the Security Interests in and all obligations of the Collateral Borrower under this Agreement shall terminate and all rights to and interests in the Collateral of each Pledgor shall revert to the Borrower. (b) Unless otherwise instructed by the Required Lenders at a time while an Event of Default has occurred and is continuing, upon the consummation of any Asset Sale permitted by the terms of the Credit Agreement, the Collateral Agent shall release the Collateral (but not any Proceeds thereof) sold pursuant to such PledgorAsset Sale. At Any such release shall not require the consent of any Bank, and the Collateral Agent shall be fully protected in relying on a certificate of the Borrower as to whether an Event of Default has occurred and is continuing at any relevant time or any particular Asset Sale is permitted by the terms of the Credit Agreement. (c) In addition to releases of Collateral permitted pursuant to subsection (b) any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, all of the Banks; provided that the Collateral Agent shall without may release all or substantially all of the Collateral only with the prior written consent of any Bank release Collateral to all of the extent necessary to facilitate any transfer thereof permitted by Banks. (d) Upon the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. Upon any such termination of the Security Interests or any release of Collateralany Collateral permitted by this Section, the Collateral Agent willwill promptly, at the expense of the Borrower, execute and deliver to each Pledgor the Borrower such documents as such Pledgor the Borrower shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by , including UCC termination statements, and will duly assign, transfer and deliver to the Borrower or to any Pledgor whomever lawfully shall be entitled to receive the same, such of the Collateral as may be in respect the possession of such Pledgor's the Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party heretoAgent.

Termination of Security Interests; Release of Collateral. Upon (A) When (i) all the repayment Commitments shall have expired or been terminated, (ii) all Letters of Credit shall have expired or been canceled or been secured with cash collateral in full of an amount and on terms satisfactory to the Issuer and (iii) all outstanding Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit Agreementsshall have been paid in full, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Lien Grantor that owns such Pledgor. item of Collateral. (B) At any time and from time to time prior to such termination of before the Security InterestsInterests terminate pursuant to Section 17(A), the Collateral Agent may may, upon the written request of the Borrower, release any of the Collateral with the prior written consent of the Required Banks orLenders; provided that any release of all or substantially all of the Collateral shall require the prior written consent of all the Lenders. (C) In addition, so long as no Event of Default shall have occurred and be continuing, upon the consummation of any sale, exchange, assignment or other disposition of any asset included in the Collateral (other than any such sale, exchange, assignment or other disposition to the extent required by a Domestic Subsidiary) that is permitted under the Credit Agreement, all the Security Interests in the Collateral subject to such transaction (but not any Proceeds arising from such transaction) shall cease immediately without any further action on the part of the Banks; provided that the Collateral Agent or any Lender. The Collateral Agent shall without be fully protected in relying on a certificate of the consent of Borrower certifying that any Bank release Collateral to the extent necessary to facilitate any transfer thereof Asset Sale is permitted by the terms of the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge and that no Event of such Collateral hereunder by the transfereeDefault has occurred and is continuing. Upon any such termination of the Security Interests or release of CollateralCollateral in accordance with this Section 17, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor the applicable Lien Grantor such documents as such Pledgor Lien Grantor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon (a) When (i) all the repayment Commitments shall have expired or been terminated, (ii) all Letters of Credit shall have expired or been canceled or been secured with cash collateral in full of an amount and on terms satisfactory to the relevant LC Issuing Bank, and (iii) all outstanding Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit Agreementsshall have been paid in full, the Security Interests in the Collateral shall terminate and all rights to the each item of Collateral of each Pledgor shall revert to the Lien Grantor that owns such Pledgor. item of Collateral. (b) At any time and from time to time prior to such termination of before the Security InterestsInterests terminate pursuant to subsection (a) of this Section, so long as an Enforcement Notice is not in effect, the Collateral Agent may shall, upon the written request of the Borrowers and the approval of the Court (to the extent such Court approval is required pursuant to an order of the Court or the Bankruptcy Code), release any of the Collateral (but not all or substantially all of the Collateral) (i) with the prior written consent of the Required Banks or, to the extent required by Lenders or (ii) if such Collateral constitutes Properties Held For Sale which is being sold in an Asset Sale permitted under the Credit Agreement. (c) At any time before the Security Interests terminate pursuant to subsection (a) of this Section, all of the Banks; provided that unless an Enforcement Notice is in effect, the Collateral Agent shall without release Collateral (but not all or substantially all the Collateral) upon receiving from the Administrative Agent written instructions (1) directing the Collateral Agent to release such Collateral, (2) stating that the Borrowers have requested such release pursuant to Section 2.13 of the Credit Agreement and (3) stating that the Administrative Agent believes that the Borrowers are entitled to such release pursuant to said Section 2.13. No such release shall require the consent of any Bank release Collateral to the extent necessary to facilitate any transfer thereof permitted by the Credit Agreement so long as in connection therewith arrangements satisfactory to Secured Party, and the Collateral Agent are made for shall be fully protected in relying on such instructions from the substantially simultaneous repledge of such Collateral hereunder by the transferee. Administrative Agent. (d) Upon any such termination of the Security Interests or release of Collateral, the Collateral Agent will, at the expense of the Borrowerrelevant Lien Grantor, execute and deliver to each Pledgor such Lien Grantor such documents as such Pledgor Lien Grantor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.

Termination of Security Interests; Release of Collateral. Upon (a) On the repayment in full of the Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit AgreementsTermination Date, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to such Pledgor. At the Grantors. (b) In the event that any time and from time to time prior to such termination of the Security Interests, the Collateral Agent may release any part of the Collateral or any Grantor is sold, dissolved or otherwise disposed of strictly in accordance with the prior written consent terms of the Required Banks orLoan Documents and the Proceeds of any such sale, disposition, dissolution or other release are applied strictly in accordance with the terms of the Loan Documents, to the extent required by to be so applied, the Credit AgreementAdministrative Agent, all upon request of Grantor, shall confirm to such Grantor in writing that such Collateral or such Grantor will be sold, disposed of, released or dissolved free and clear of the Banks; provided Secured Obligations and/or the Security Interests created by this Agreement and all rights to such Collateral shall revert back to such Grantor and the Administrative Agent, at the request and expense of the relevant Grantor, will take such actions as set forth in subsection (d) of this Section 16 following such release. (c) At any time that any Grantor desires written confirmation in accordance with subsection (b) of this Section 16 that any part of the Collateral of any Grantor be sold, dissolved or otherwise disposed of strictly in accordance with the terms of the Loan Documents, such Grantor shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of such Grantor stating that the release of the respective Collateral Agent shall without is permitted strictly in accordance with the consent terms of the Loan Documents and the Proceeds of any Bank such sale, disposition, dissolution or other release Collateral are applied strictly in accordance with the terms of the Loan Documents, to the extent necessary required to facilitate any transfer thereof permitted by the Credit Agreement be so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge of such Collateral hereunder by the transferee. applied. (d) Upon any such termination of the Security Interests or release of Collateralsuch Collateral pursuant to such Grantor’s satisfaction of the condition set forth in subsection (c) of this Section 16 and the Administrative Agent’s written notification of compliance therewith, the Collateral Administrative Agent will, at the expense of such Grantor, deliver to such Grantor any Collateral held by the Borrower, Administrative Agent hereunder and execute and deliver to each Pledgor such Grantor such documents as such Pledgor Grantor shall reasonably request request, but without recourse or warranty to the Administrative Agent, including written authorization to file termination statements to evidence the termination of the Security Interests granted by in such Pledgor or Collateral. (e) The Administrative Agent shall have no liability whatsoever to any other Secured Party as the result of any release of such Collateral by it in accordance with (or which the Administrative Agent in the absence of such Pledgor, as the case may be. Cash payments made by the Borrower gross negligence or willful misconduct believes to any Pledgor be in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by accordance with) this Agreement automatically and without further action by any party heretoSection 16.

Termination of Security Interests; Release of Collateral. Upon (A) When (i) all the repayment Commitments (as defined in full either Credit Agreement) shall have expired or been terminated, (ii) all Letters of Credit shall have expired or been canceled or been secured with cash collateral in an amount and on terms satisfactory to the relevant Issuer and (iii) all outstanding Secured Obligations and the termination of the Remaining Term Loan Commitments and the Working Capital Commitments under the Credit Agreementsshall have been paid in full, the Security Interests in the Collateral shall terminate and all rights to the Collateral of each Pledgor shall revert to the Lien Grantor that owns such Pledgor. item of Collateral. (B) At any time and from time to time prior to such termination of before the Security InterestsInterests terminate pursuant to subsection (A) of this Section, the Collateral Agent may may, upon the written request of the Borrower, release any of the Collateral with the prior written consent of the Required Banks or, to the extent required by the Credit Agreement, Lenders; provided that any release of all or substantially all of the Banks; provided Collateral (for purposes of this proviso, as defined in the Credit Agreements) shall require the prior written consent of all the Lenders. (C) In addition, so long as no Event of Default shall have occurred and be continuing, upon the consummation of any sale, exchange, assignment or other disposition of any asset included in the Collateral (other than any such sale, exchange, assignment or other disposition to a Subsidiary) that is permitted under the Credit Agreements, the Security Interests in the Collateral subject to such transaction (but not any Proceeds arising from such transaction) shall cease immediately without any further action on the part of the Collateral Agent or any Lender. The Collateral Agent shall without be fully protected in relying on a certificate of the consent of Borrower certifying that any Bank release Collateral to the extent necessary to facilitate any transfer thereof Asset Sale is permitted by the terms of the Credit Agreement so long as in connection therewith arrangements satisfactory to the Collateral Agent are made for the substantially simultaneous repledge Agreements and that no Event of such Collateral hereunder by the transfereeDefault has occurred and is continuing. Upon any such termination of the Security Interests or release of CollateralCollateral in accordance with this Section, the Collateral Agent will, at the expense of the Borrower, execute and deliver to each Pledgor the applicable Lien Grantor such documents as such Pledgor Lien Grantor shall reasonably request to evidence the termination of the Security Interests granted by such Pledgor or the release of such Collateral of such PledgorCollateral, as the case may be. Cash payments made by the Borrower to any Pledgor in respect of such Pledgor's Collateral which are permitted by the Credit Agreement and proceeds received by a Pledgor from a sale of such Pledgor's Collateral which is permitted by the Credit Agreement shall upon receipt by such Pledgor be released from the Lien created by this Agreement automatically and without further action by any party hereto.